It's boring but important; both for you and us

1. Definitions & Interpretations

1.1 The words 'Klaxon Studio' 'we' 'us' 'our' and 'ours' refer to Klaxon Studio Ltd, a UK registered Limited Private Company.

1.2 The words 'client' or 'customer' refers to the party who commissioned and/or funded the work and/or any person or organisation acting on their behalf.

1.3 The words 'deliverables' and 'master copy' refers to any work specified on the quote under 'deliverables' which is accepted by the client.

1.4 The word 'services' refers to the scope of work to be supplied by Klaxon Studio to the customer as set out in the quote.

1.5 The word 'order' refers to the customer's signed acceptance of the quote from Klaxon Studio.

1.6 'Production start date' constitutes the very first day of work on a project.

1.7 These terms and conditions apply to video production and/or creative services and/or animation and/or motion graphics and/or photography and/or audio recordings and/or post-production services and/or any other services, creative or otherwise, supplied by Klaxon Studio.

1.8 Any words following the terms 'including', 'include', 'in particular', 'for example' or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.9 Any reference to 'in writing' or 'written' includes email.

2. Basis of Contract

2.1 It is the customer's responsibility to ensure that the quote is thoroughly read and understood before signing off the quote.

2.2 By signing the quote / confirming in writing, the client is confirming it as an order.

2.3 Any quote given is only valid for a period of 30 days from its date of issue.

2.4 By signing Klaxon Studios' quote and/or confirming it in writing as an order, the customer automatically accepts these Terms and Conditions which forms the contract between Klaxon Studio and the customer.

2.5 Once the quote is confirmed as an order, any amendments to the scope of work, however small, will be subject to a fee of an agreed amount prior to work taking place.

2.6 Any samples, drawings, storyboards, photos or descriptive matter issued by Klaxon Studio are issued or published for the sole purpose of giving an approximate idea of the services described in them. They shall not form part of the Contract or have any contractual force.

2.7 Klaxon Studio shall supply the services to the customer in accordance with the order. Klaxon Studio cannot be held liable for any errors after the customer has confirmed in writing that the deliverables are accurate and correct and should be posted, published or broadcast. Amendments to the order can be requested via email to us, such requests only being valid once acknowledged by Klaxon Studio in writing.

2.8 Having agreed a fee, Klaxon Studio keep accurate and transparent information of costs relating to the client's project. If after scoping the project during pre-production stage it is apparent the scope of work has either greatly expanded or reduced beyond what was originally agreed, Klaxon Studio shall alert the client that we may be forced to commit more or less resources than budgeted, and come to a mutually satisfactory arrangement.

3. Production

3.1 Klaxon Studios' rates are based on a 10 hour working day (including breaks). These hours will never be split over one day or multiple days, nor will half day rates be issued.

3.2 Working days that exceed 10 hours will incur overtime costs. This will be charged per hour at 1.5 x the hourly rate of all crew on site at their respective rates.

3.3 If filming locations are being organised by the client, it is the client's responsibility to ensure that all Klaxon Studio production crew and supporting personnel have clear access to all locations required throughout the day. Delays to production as a result of inadequate access or facilities will be the responsibility of the client and may incur additional charges.

3.4 When filming on location, such as the client's office, or at any venue arranged by the client, adequate insurance cover should be in place as verified by the client themselves.

3.5 Klaxon Studio takes health & safety matters seriously and we reserve the right in all instances to remove any of our personnel and/or equipment from a location if we deem it to be unsafe or if our crew are 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. Klaxon Studio will observe the site safety rules at all times and will liaise with the appropriate responsible person(s) named by the client.

3.6 Klaxon Studio reserves the right to assign or sub-contract all or any part of its obligations to the client.

4. Delivery

4.1 Deliverables shall be fulfilled by Klaxon Studio in accordance with the deliverables stated in the order only.

4.2 Klaxon Studio reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the services. We shall notify the customer in any such event.

4.3 Klaxon Studio reserves the right to refuse to use, publish, broadcast or otherwise any content or information which it considers (in its absolute discretion) to be obscene or unsuitable.

4.4 From time to time Klaxon Studio may need to engage third party suppliers for specialist services outside of our offering including studio space, specialist kit, presenters, actors and voice over artists, etc. Many third party services require client approval in writing and this must be received by us before any engagement of these services takes place. Failure to comply with this process may cause a delay of final deliverables which is entirely at the risk of the client and is not the liability of Klaxon Studio.

4.5 Klaxon Studio shall produce a rough cut of the edit for the client to view as well as provide the means for them to view it e.g. an URL link. Three rounds of amends to the edit are covered within the quote as standard. Extra amendments may incur extra fees at an agreed daily rate.

4.6 Klaxon Studio shall produce one master copy of each agreed deliverable for the client to own in perpetuity. Should the client require further copies an additional charge may apply.

4.7 All video files and assets produced by Klaxon Studio on the client's behalf will be stored until project completion at which time all assets will be archived for 6 months. After 6 months all project files and associated assets are automatically deleted. It's the client's responsibility to contact Klaxon Studio if they wish to extend the storage duration within the 6 month time frame. Extended storage will incur a fee.

4.8 Please note that unless paid for, all assets are owned and stored at Klaxon Studio and are not transferable to the client without further agreement. All Deliverable assets will be sent at the time of project completion, further copies may incur a charge.

5. Payment & Late Payment Fees

5.1 Clients must pay 50% of the agreed fee as per order upfront (non-refundable) before work commences. (Klaxon Studio reserves the right to change the payment structure as it sees fit on a quote by quote basis).

5.2 Klaxon Studio payment terms are strictly 30 days from the date of invoice.

5.3 From time to time there may be the need to receive immediate payment for services. Such occasions will be agreed before commencement of the project by both the client and Klaxon Studio.

5.4 We reserve the right to charge further interest and late payment fees as set out under the Late Payment of Commercial Debts (Interest) Act, 1998 if we are not paid according to our payment terms. An additional administration fee of £100 will be applied for each invoice that is late in being paid by the customer. Information is readily available at www.legislation.gov.uk.

5.6 Klaxon Studio reserves the right to withhold delivery and/or any granting or continuation of usage licence of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any licence to use our copyright material under this agreement are conditional upon receipt of payment in full which shall be inclusive of any and all outstanding additional costs, taxes, expenses, and fees, charges or the costs of administration of changes.

5.7 Any invoice queries must be raised within 7 days of receipt.

6. Cancellations

6.1 Either party may terminate the order in writing no later than 14 days prior to the Production start date, without penalty.

6.2 For orders where a 50% non-refundable deposit has been paid by the customer the following terms apply:

In the case that the customer terminates the order 14 days or less prior to the Production start date the following charges (inclusive of the 50% non refundable deposit) will be payable to Klaxon Studio by the customer.

i. Giving notice of cancellation less than 14 days and up to 48 hours before the Production start date will incur a fee payable by the client to cover all costs sustained by Klaxon Studio up to the point of cancellation.

ii. Giving notice of cancellation 48 hours or less before the Production start date will incur a fee payable by the client to cover one hundred percent of the order total.

6.3 In the case that no deposit was paid up front by the customer the following applies:

If the customer terminates the order 14 days or less prior to the Production start date the following charges will be payable to Klaxon Studio

i. Giving notice of cancellation less than 14 days before the Production start date will incur a fee payable by the client to cover all costs sustained by Klaxon Studio up to the point of cancellation.

ii. Giving notice of cancellation less than 7 days before the Production start date will incur a fee payable by the client to cover fifty percent of the order total.

iii. Giving notice of cancellation 48 hours or less before the Production start date will incur a fee payable by the client to cover one hundred percent of the order total.

6.4 Klaxon Studio reserve the right to cancel or terminate a contract or agreed project if:

i. The customer or organisation becomes insolvent or subject to bankruptcy proceedings.

ii. The reputation of Klaxon Studio and anyone connected with Klaxon Studio could be damaged.

6.5 The client may terminate the contract at any time by written notice of termination, and on settlement of account. When the client terminates the contract, they will remain liable to pay in full for all work previously undertaken and in progress by Klaxon Studio unless any other written agreement is reached in advance. This includes any creative and/or pre-production activity prior to filming. The cost of pre-production will have been agreed as part of the quote and is non-negotiable.

7. Copyright and Licensing

7.1 Klaxon Studio asserts its full rights as the copyright owner of all material that has been captured, processed and/or produced by us, whether or not such material forms part of a finished project. The copyright of all produced material is solely owned by Klaxon Studio and is protected under UK law.

i. For productions commissioned to Klaxon Studio, Klaxon Studio assigns joint copyright/ownership and in perpetuity usage license for all platforms and territories for any final deliverables produced only.

ii. Unless otherwise agreed in writing, Klaxon Studio will retain full copyright/ownership of all RAW assets created and produced for a project commissioned by the client.

iii. If the client requires full copyright and ownership of material, please contact Klaxon Studio to discuss arrangements and terms in writing.

7.2 Electronic project files (for editing, motion graphics and other associated audio and visual works) remain the property of Klaxon Studio and are not supplied to the client as standard. However, at the discretion of Klaxon Studio, files can be supplied for an additional fee equal to 20% of the project's full invoice value ex VAT (plus the cost of a hard drive and postage), unless agreed otherwise in writing or via email.

7.3 Rushes (all RAW filmed footage) are not supplied to the client as standard. Rushes/video files can be supplied for an additional fee equal to 30% of the project's full invoice value ex VAT (plus the cost of a hard drive and postage), unless agreed otherwise in writing or via email.

7.4 Where the client provides material to Klaxon Studio for inclusion in any project, including but not limited to logos, images, trademarks, video footage and audio, the relevant permission must be obtained in advance from the original copyright holder by the client. By accepting these Terms and Conditions, the client hereby indemnifies Klaxon Studio against any possible claims, disputes, expenses or similar that may arise from breaching any copyright laws or pre-existing Terms and Conditions attributed to the material.

7.5 We reserve the rights to use any footage and related files from any client-commissioned project in our showreels and for other promotional purposes.

7.6 Klaxon Studio assigns to the client a licence to use the signed off master copy in perpetuity in its complete delivered form only. We do not give permission for any material to be altered, edited or used as part of another production unless this is expressly agreed in writing with Klaxon Studio.

8. Intellectual Property

8.1 If the client rejects a concept, or proposal, all material must be returned intact to Klaxon Studio. The client may not use rejected material in whole or part, either in its original form or adapted/amended for future projects.

8.2 When pitching for projects, but not being formally hired by a customer, 8.1 still applies.

9. Insurance

9.1 Klaxon Studio carries public liability insurance cover of ten million pounds. A copy of our insurance certificate can be provided on receipt of a request to our offices.

9.2 Extended or upgraded specific project insurance cover can be provided if required upon request, provided this is agreed at the time of booking and included in the production brief. Any amendments required to insurance cover after confirming the quote as an order may incur additional charges.

10. Force Majeure

10.1 Klaxon Studio Ltd shall not be in breach of the agreement with the client or liable for any failure to fulfil its obligations to the client if such failure results from events, circumstances or causes beyond its reasonable control. This includes, but is not limited to, acts of terrorism, government acts, labour strikes, inclement weather and public health emergencies.

10.2 In the event of inclement weather which in our opinion would pose a risk to health & safety of our personnel or equipment or has the potential to prevent successful video or audio capture, we reserve the right to change the date or time of filming to a more suitable date or time.

10.3 In the event of filming being delayed or aborted due to the client's failure to adhere to the agreed dates, times, access, facilities, organisation or any other matter specified in the production brief, we reserve the right to reschedule the affected days and to charge for any additional costs which arise. No refund or credit will be given in respect of costs associated with the delayed or aborted original filming day(s).