TERMS OF SERVICE

IN PLAIN ENGLISH

THIS IS BASICALLY WHAT THE BIG LEGAL JARGON VERSION SAYS BUT IT’S A LOT SHORTER AND EASIER TO UNDERSTAND.

Between us, Poco Productions (Harry Fisher) and you, the client.

We will always do our best to fulfill your needs and meet your goals, but sometimes it’s best to have a few things written down so that we both know what’s what, who should do what and what happens if stuff goes wrong. We have no desire to trick you into signing something that you might later regret. We do however want what’s best for the safety of both parties, now and in the future.

In short

You and/or your company are hiring us (Poco Productions/Harry Fisher) located at 11 Auckland Road, London, SW11 1EW to produce the deliverables for the estimated total price as outlined in our proposal. Of course, there’s a bit more to it, but we’ll get to that.

What Do Both Parties Agree To Do?

As our customer, you have the power and ability to enter into this contract on behalf of your company or organisation. You agree to provide us with everything that we’ll need to complete the project - including text, images and other information – as and when we need it and in the format we ask for.

You agree to review our work, provide feedback and approval in a timely manner. Deadlines work two ways and you’ll also be bound by any dates that we set together. You also agree to stick to the payment schedule set out within your proposal.

We have the experience and ability to perform the services you need from us and we will carry them out in a professional and timely manner. Along the way, we will endeavour to meet all the deadlines set but we can’t be responsible for a missed launch date or a deadline if you have been late in supplying materials or have not approved or signed off our work on time at any stage. On top of this, we’ll also maintain the confidentiality of any information that you give us.

You are granted a specified number of Pre-Production revisions and Post Production revisions - please check your proposal for these revision round numbers. Additional rounds of major and minor revisions are billed at £75 per hour, with a minimum of charge of £75. Revisions will only be received from your organisation’s one key point of contact.

If multiple stakeholders are involved in giving feedback, it is up to your organisation’s one key point of contact to collate the feedback and input it into our Vimeo review system.

The reason for this is we cannot guarantee project completion and eliminate budget overrun if this is not strictly adhered to. Our goal is to deliver your project on time and within budget. We guarantee we can do this if the brief is signed off and we stick to it throughout the agreed schedule.

Just like a parking ticket, you can’t transfer this contract to anyone else without our permission.

Authorising this project requires a signature at the end of your proposal.

THE BIG LEGAL VERSION

TERMS

1. FURNISHING, MATERIALS, SERVICES & RELEASES

A. Client: Client shall supply product props, talent, creative guidance/ supervision, and related clearances, unless otherwise noted in the proposal

B. Videographer: Videographer shall deliver the completed project media(s) pursuant to the proposal.

A. Videographer shall deliver to Client consents, waivers or releases from all talent and all persons or entities who have rendered services to Videographer in connection with the Specified Media(s) to the extent permissible by applicable union or guild agreements.

Videographer shall supply everything else required for the delivery of the Specified Media(s) unless exceptions are so noted in proposal & will supply track or musical composition(s) and rights clearances unless otherwise specified.

2. CHANGES IN SPECIFICATIONS

If at any time, Client desires to make any changes or variations from the completed project, script(s) or storyboard(s) in the Specified Media(s) or from any material or work in progress, and such changes are in addition to the proposal scope, Videographer will provide a quote for additional costs.

3. OWNERSHIP

Except as otherwise provided herein, Videographer owns all rights, title and interest in and to all media(s) subject of this Agreement, including all copyrights therein as well as in and to all the exposed stills, outtakes and clips. Videographer grants Client a worldwide, nontransferable license to the Specified Media(s) for use on Clients sites and social media.

4. SECURITY/CONFIDENTIALITY

Videographer understands that some information for said media(s) may be of a confidential and/or sensitive nature. Videographer 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 Videographer to produce media(s) in the usual and customary manner under this Agreement.

5. INDEPENDENT CONTRACTOR

It is understood that Videographer’s status under this Agreement is that of an independent contractor and that all persons engaged by Videographer in performing its obligations shall not be deemed employees of Client.

6. VIDEOGRAPHER WARRANTIES

Videographer represents and warrants:

A. Client shall pay Videographer upon approval of final Specified Media, which will then be released and delivered to the Client. All talent union contracting forms (e.g. “Exhibit A’s”) and the filing thereof with various union offices, in connection with such talent, is the direct responsibility of the Client.

8. DELIVERY OF MATERIALS

Delivery of the Specified Media(s) shall mean delivery of the

referenced media(s) in proposal by Videographer to Client.

9. PAYMENT

Client understands the specified terms of payment in the proposal. If Client chooses to defer paying any amount beyond the date on which it is due, Client may be charged at the Videographer’s discretion, as additional consideration, an amount equal to the current prime rate +10% (as charged by Videographer’s bank from time to time) on unpaid amounts until paid, compounded monthly.

10. INDEMNIFICATION

Client agrees to indemnify, defend, and hold harmless Videographer and its officers, employees, agents and licensees from and against any and all claims, actions, damages, liabilities and expenses, arising out of the breach of any obligation, warranty or representation in this Agreement. Client shall indemnify Videographer against all claims and expenses arising from uses for which the client does not have rights to or authority to use. The client will be responsible for payment of any special licensing or royalty fees resulting from the unauthorised use of graphics, music, video, film, photography, design, animation, and branded content.

11. ASSIGNMENT

This Agreement may not be assigned by either party without the written consent of the other.

12. INSURANCE COVERAGE

(3) Client shall obtain, pay for and maintain Professional Liability (Errors and Omissions Liability) insurance covering all intellectual property right infringement(s) that arise from any and all uses of the media. Videographer will be notified in writing prior to signing this Agreement. Client will indemnify, defend and hold harmless Videographer for any and all claims, demands, actions including defence costs and lawyers fees for claims arising from the media(s) and the failure of the Agency/Client insurance program to be as broad as the Videographer’s coverage.

14. ALTERATIONS

Any alterations of original art (colour shift, mirroring, flopping and paste) creating additional art is prohibited without the express permission of Videographer. Videographer will be given first opportunity to make any alterations required. Unauthorised alterations shall constitute in additional use and will be billed accordingly.

15. CONTINGENCY AND WEATHER DAYS

A. 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 Videographer.

B. These circumstances may include but should not be limited to:

(1) Weather conditions (rain, fog, sleet, hail, or any adverse condition that is not consistent with the prescribed shooting conditions desired by the Client).

(2) Injury, illness, or absence of client-- supplied elements (e.g. key talent, colour correct products).

(3) “Force majeure” (meaning but not limited to, earthquake, riot, fire, flood, volcanic eruption, acts of war, strikes, labor unrests, civil authority and terrorism).

(4) “Client Insured Reshoots” (any additional days for a job insured by the Client, who is therefore authorising the expenditure). The Client should be provided with a contingency day cost which should be approved prior to proceeding with that shoot day.

C. The Videographer recognises its obligation to minimise contingency day liabilities and will apply accepted industry cancellation practices.

D. The Videographer will quote the maximum exposure figure (a "not to exceed" figure) as a contingency cost. However, this figure does not include the cost for travel expenses.

7. CLIENT WARRANTIES

Contracting Client represents and warrants:

16. CANCELLATION AND POSTPONEMENT

A cancellation or postponement is defined as a rescheduling of the production to a later specific date caused or directed by Client or a total cancellation of the project. If the Videographer blocks out a specific period of time with the agreement that it represents a firm commitment from the Client, then the Production Company makes no further efforts to sell the time. If the job is cancelled or postponed within the Guideline time frame, it is unlikely that this time can be rebooked. It should be understood that this time represents the Producers only source of income.

A. That Videographer has full right to enter into this Agreement and to perform its obligations hereunder.

B. That Videographer will use reasonable efforts to obtain all licenses, consents and rights necessary and incident to the performance, reproduction and exhibition of the Specified Media(s) with respect to materials, elements and services provided by the Videographer

Cancellation and Postponement: Film or Digital Video Production:

A. If notice of cancellation/postponement is given to the Videographer ONE TO TWO WORKING DAYS prior to the commencement of the shoot, the

Client will be liable to the Videographer for: (1) All out of pocket costs; (2) Full Videographer's fee as bid

B. If notice of cancellation/postponement is given THREE TO TEN WORKING DAYS prior to the commencement of the shoot, the Client will

be liable to the Production Company for:

(1) All out of pocket costs; (2) Not less than 50% of Videographer’s fee as bid

C. If notice of cancellation/postponement is given MORE THAN

ELEVEN WORKING DAYS prior to the commencement of the shoot, the Client will be liable to the Videographer for:

(1) All out of pocket costs; (2) Not less than 25% of the Videographer’s fee as bid.

Cancellation and Postponement: CGI or Animation Production:

A. If notice of cancellation/postponement is given MORE THAN HALFWAY THROUGH the production schedule of the job, that is between the start date and the final delivery date, the Client will be liable to the Videographer for:

(1) The full cost of the job as bid (2) Travel expenses

17. PUBLICITY GUIDELINES

Until notified in writing by Client, Production Company and Director each have a revocable license to use finished media(s) for promotional purposes.

18. DISPUTE RESOLUTION

The prevailing party in any legal action shall be entitled to lawyer’s fees and costs in connection with the legal proceedings.

19. ENTIRE AGREEMENT AND MODIFICATION

This Agreement and any Addenda attached hereto shall constitute the entire agreement between Videographer and Client. Any amendment hereto must be in writing and signed by each party.

20. CAPTIONS

The captions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of this Agreement or of any provision hereof.

21. NO WAIVER

Failure of any party to this Agreement to exercise any rights shall not constitute a waiver of those rights.

22. ENFORCEABILITY

If one or more of the provisions of this Agreement shall be held unenforceable, it shall not affect the enforceability of the other provisions.

23. EQUAL OPPORTUNITY

In connection with its performance hereunder, Videographer agrees not to discriminate against any employee or applicant because of race, religion, sexual orientation, colour, sex, national origin, age, disability, or any other factor protected by federal, state or local law.

24. APPLICABLE LAW

This Agreement shall be interpreted and governed by the local laws of the jurisdiction where the Videographer resides.