General Terms & Conditions
These Terms & Conditions were updated on the 29/08/2023
DT Digital Limited (company number 13789739) whose registered office is at [insert address here] provides video production services for branded video content.
Client: The Client identified as the company requesting the services from DT Digital Limited.
The Client is of the opinion that DT Digital Limited has the necessary qualifications, experience and abilities to provide services to the Client.
DT Digital Limited is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and DT Digital Limited (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
1.1. The Client hereby agrees to engage DT Digital Limited to provide the Client with any of the following services (the “Services”):
Video Production including Videography and Video Editing
Marketing Strategy & Consultation
Social Media Management
1.2. The Client will request services on an individual project basis (the “Project”) which could include a single, or multiple Services.
1.3. The Services will also include any other tasks which the Parties may agree on. DT Digital Limited hereby agrees to provide such Services as required by the client based on individually agreed Project requirements.
TERM OF AGREEMENT
2.1. The term of this Agreement (the “Term”) will begin on the date that work is agreed and will remain in place and effect indefinitely until terminated as provided in this Agreement.
2.2. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days’ written notice to the other Party.
2.3. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
2.4. This Agreement may be terminated at any time by mutual agreement of the Parties.
2.5. The obligations of DT Digital Limited will end upon termination of this Agreement except otherwise provided in this Agreement.
CREATIVE CONTROL AND PRODUCTION PROCESS
3.1. The Parties agree to do everything necessary to ensure that the terms of this agreement take effect.
3.1.1. DT Digital Limited will give a best effort to complete Projects in line with agreed timescales.
3.1.2. The Client will provide any necessary information and / or feedback when applicable to enable DT Digital Limited to complete any Project on time.
3.2. The Client agrees to sign off projects when versions are delivered.
3.2.1. DT Digital Limited will deliver a first cut and require client feedback/sign off in a reasonable time in order to complete the project.
A reasonable time is deemed 24 hours, the Client accepts that if this takes any longer than this, the project completion date may be pushed back.
3.3. DT Digital Limited will allow one round of revisions for any project. These revisions need to be clear and conclusive in order for them to be actioned.
3.3.1. The Client shall be responsible for any additional charges where further amendments outside of this have been requested. Likewise, any other work requested that hasn’t been pre-agreed in the initial communication.
3.3.2. Upon final sign off from the Client, DT Digital Limited will export the final Project in the resolution and format of the Clients requirements and send this via a WeTransfer link.
3.3.3. Where a Client hasn’t specified specific export settings, DT Digital Limited will select settings suitable for the intended use of the video.
ARCHIVE AND VIDEO STORAGE
4.1. DT Digital Limited will, at their discretion, hold a copy of all Raw footage as well as video projects.
4.1.1. DT Digital Limited are under no obligation to do this, and as such if the Client is not paying for this service, they have no access to this data once the project has been signed off.
4.1.2. If a Client does wish to access this data at a later date, it will be at DT Digital Limited’s discretion and an admin fee may apply.
4.2. The Client does have the option to pay for backup/storage of their video project which then guarantees them access to this at a later date. This could be for reasons such as re-edits and so on. In this instance a fee will be agreed depending on the size of the project.
4.2.1. It is only when this service has been paid for that DT Digital Limited will guarantee access to projects in the future.
5.1. Once a shoot date has been agreed, or a quote accepted, that binds the agreement for that shoot. At this stage, any cancellation will be charged at 50% of the quote or agreed project fee when given 14 days notice. Any less than 14 days, 100% of the quote or agree project price will be charged.
5.2 Where a shoot is cancelled due to weather, DT Digital Limited will give their best effort to move dates if possible. This is at their discretion unless you have opted for additional weather insurance which will cover this.
5.3 Where a shoot has been postponed, DT Digital Limited will give best efforts to accommodate the new dates and will determine cancellation fees at their discretion.
5.4 Any expenses incurred due to a cancellation or postponement will be forwarded to the Client, regardless of DT Digital Limited’s discretion.
6.1. DT Digital Limited will charge the Client for Services as per the quoted rate, anything additional will be charged as per the Client rate card.
6.2. The Client will be invoiced on completion of a Project.
6.2.1. For larger projects, an upfront payment of 50% may be required.
6.3. Invoices submitted by DT Digital Limited to the Client are due within 14 days of receipt.
6.4. The Payment as stated in this agreement does not include Value Added Tax. Any Value Added Tax required will be charged to the Client in addition to the Payment and clearly defined on the invoice.
7.1. DT Digital Limited will be reimbursed from time to time for reasonable and necessary expenses incurred in connection with Providing the Services.
7.1.1. These expenses can include, but are not limited to:
7.1.2. Travel & Accommodation –
£0.45 / mile for any vehicle needed to travel to a shoot.
Pass through costs for any public transport.
Pass through for any hire car.
Pass through cost for any Accommodation.
18.104.22.168. An admin fee of £25.00 may be charged when booking any public transport or accommodation.
7.1.3. Sustenance –
£35.00 / day for each employee working on the project outside of DT Digital Limited’s office but within the UK.
£45.00 / day for each employee working on the project outside of DT Digital Limited’s office and outside of the UK.
When working at an event DT Digital Limited may charge £45.00 / day for sustenance due to the increased costs, and limited options for food and drink.
7.1.4. Miscellaneous Items –
There may be a requirement to purchase items to complete a Project and such expenses may be occurred. These expenses must have pre-approval by the Client and will be passed through.
8.1. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be propriety to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of thar Confidential Information could reasonably be expected to cause harm to the Client.
8.2. DT Digital Limited agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which they have obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
7.3. All written and oral information and material disclosed or provided by the Client to DT Digital Limited under this Agreement is Confidential Information.
7.4. All written and oral information and material disclosed or provided by DT Digital Limited to the Client under this Agreement is Confidential Information.
9.1.1 Intellectual Property, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, copyright, trade mark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, will be the sole property of DT Digital Limited. This excludes the final product produced for the Client which they are free to use and publish at their discretion. The Client is restricted in making any changes to the final product. This includes changing the appearance, audio and re-cutting the footage. Any changes must be done via, or approved by DT Digital Limited.
9.1.2. All raw footage and media remain the Intellectual Property of DT Digital Limited. Raw footage will not be given to a client unless there is a specific agreement in place to do so.
9.2. DT Digital Limited may use the Intellectual Property for promotional purposes of the Services they supply on their own website and social media.
9.3. Where the Project is non-public or under embargo, the Client can refuse DT Digital Limited the use of the Intellectual Property until the content has been made public, or the embargo has lifted.
10.1. In providing the Services under this Agreement it is expressly agreed that DT Digital Limited is acting as an independent contractor and not as an employee of the Client.
10.2. DT Digital Limited and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service.
RIGHT OF SUBSTITUTION
11.1. Except as otherwise provided in this Agreement, DT Digital Limited may, at the their absolute discretion, engage a third party sub-contractor to perform some or all of the obligations under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services for a Project.
11.2. In the event that DT Digital Limited hires a sub-contractor:
They will pay the sub-contractor for its services and the Compensation will remain payable by the Client to DT Digital Limited.
for the purpose of the indemnification clause of this Agreement, the sub-contractor is an agent of DT Digital Limited.
11.3. Under no circumstances should the Client contact or engage with the sub-contractor directly, all communications should remain with DT Digital Limited.
12.1. Except as otherwise provided in the Agreement, DT Digital Limited will have full control over working time, methods and decision making in relation to provision of the Services to full a Project in accordance with the Agreement. They will work autonomously and not at the direction of the Client unless the Client is directing the Project.
12.2. DT Digital Limited will be responsive to the reasonable needs and concerns of the Client.
13.1. Except as otherwise provided in this Agreement, DT Digital Limited will provide the tools and equipment to deliver the Services in accordance with this Agreement.
13.2. Occasionally more specialist tools may be required for a Project and DT Digital Limited may source these and pass on any costs as agreed with the Client.
13.3. DT Digital Limited may use Client tools to complete a Project at their discretion. Where a Client does request this, it is the Client’s responsibility to insure these tools for any damages and ensure they are in a good state of repair.
14.1. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
14.2. The Client will not be free to engage with any of DT Digital Limited’s sub-contractors for a period of 12 months.
15.1. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Client via email from firstname.lastname@example.org
16.1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
MODIFICATION OF AGREEMENT / ASSIGNMENT
17.1. This agreement may be updated from time to time and the updated copy will always be available at https://drivetribe.com/terms
17.2. DT Digital Limited will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
18.1. It is agreed that there in no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
19.1. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
20.1. This Agreement will be governed by and construed with the laws of England.
SERVERABILITY & WAIVER
21.1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
21.2. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will no be construed as a waiver of any subsequent breach of the same or other provisions.