TERMS (PLEASE READ BEFORE SUBMITTING)
CHEWBOY PRODUCTIONS LIMITED FILMING & PRODUCTION TERMS AND CONDITIONS This document sets out the terms and conditions which govern the supply of filming and production services by Chewboy Productions Limited to you Interpretation The following definitions and rules of interpretation apply in these Conditions. Definitions: Agreement: is as defined in the Term Sheet (i.e. the Term Sheet and these Conditions). Background Elements: those elements of the Deliverables which were created by Chewboy prior to or independently of the Services. Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. Charges: the charges payable by the Client for the supply of the Services in accordance with clause 4. Chewboy Assetss: has the meaning set out in clause 4.1(f). Chewboy Materials the Deliverables and those materials specifically created by Chewboy or its officers, employees or contractors of Chewboy for the purposes of supplying, and which are incorporated in, the Deliverables including any materials adapted, modified or derived from Client Materials, artwork, copy, models, designs, photographs, film, code, digital files, software and all other material of any kind. Conditions: these terms and conditions as amended from time to time in accordance with clause 11.5. Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly. Client Default: has the meaning set out in clause 4.2. Client Materials: any software, documents, copy, artwork, video footage, logos and any other materials or information owned by or licensed to the Client which are provided to Chewboy. Deliverables: the deliverables set out in the Specification arising from the performance of the Services. Force Majeure Event any situation beyond a party's reasonable control, such as natural disasters (e.g. floods, earthquakes, droughts); public health emergencies (e.g. epidemics or pandemics); acts of terrorism, war (including threats or preparations for war), civil unrest (e.g. riots, civil commotion); governmental actions (e.g., sanctions, embargoes, severed diplomatic ties); environmental contamination (e.g. nuclear, chemical, or biological); extraordinary human-made incidents (e.g. sonic booms, building collapses, fires, explosions); or disruptions in essential services (e.g. utilities failures). Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade mark sand service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. Services: the services supplied by Chewboy to the Client as set out in the Specification. Term Sheet: the term sheet that sets out the commercial terms governing the supply of Services by Chewboy to the Client attached to these Conditions. Weather Day: a day on which filming takes place because it has not been possible to complete filming on the scheduled filming days because the weather conditions on all or part of one or more of those days were unsuitable. Interpretation: Any capitalised term in the Term Sheet shall have the same meaning when used in these Conditions. A reference to legislation or a legislative provision: is a reference to it as amended, extended or re-enacted from time to time; and shall include all subordinate legislation made from time to time under that legislation or legislative provision. 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. A reference to writing or written includes email.
Duration The Agreement shall commence on the Start Date and, subject to earlier termination in accordance with clause 9, shall continue until the End Date or the completion of the performance of the Services in accordance with the Agreement, whichever is the later.
Supply of Services Chewboy shall supply the Services to the Client in accordance with the Specification in all material respects. Chewboy shall use all reasonable endeavours to meet any performance dates specified in the Specification , but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. Chewboy 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. Chewboy shall notify the Client of any such change. Chewboy warrants to the Client that the Services will be provided using reasonable care and skill.
Client’s obligations The Client shall: ensure that the terms of the Term Sheet and Specification are complete and accurate; co-operate with Chewboy in all matters relating to the Services; provide Chewboy, its employees, agents, consultants and subcontractors, with access to the Client’s personnel, premises, office accommodation and other facilities as reasonably required by Chewboy to perform the Services; provide Chewboy with such information and Client Materials as Chewboy may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; keep all materials, equipment, documents and other property of Chewboy (Chewboy Assets) at the Client’s premises in safe custody at its own risk, maintain Chewboy Assets in good condition until returned to Chewboy, and not dispose of or use Chewboy Assets other than in accordance with Chewboy's written instructions or authorisation; and maintain efficient communication, including by designating a single point of contact responsible for coordinating and relaying feedback to Chewboy’s team. If Chewboy's performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default): without limiting or affecting any other right or remedy available to it, Chewboy shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays Chewboy's performance of any of its obligations; the Client shall use all reasonable endeavours to ensure that the agreed timeline is maintained, however if the delay results in Chewboy being unable, acting reasonably, to meet the original delivery date, Chewboy shall be entitled to provide the Client with a revised timeline; Chewboy shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Chewboy's failure or delay to perform any of its obligations under the Agreement; the Client shall be solely responsible for and will reimburse Chewboy on written demand for any costs or losses sustained or incurred by Chewboy arising directly or indirectly from the Client Default; and if the delay results in Chewboy being unable to complete the Services, ChewBoy shall be entitled to issue an invoice for work already completed and for all expenses incurred up to the point of the Client Default. Chewboy shall not be responsible for keeping any backups or additional copies of any data or media which may be made available Chewboy or created in the provision of the Services and the Client shall be responsible for taking its own copies and/or backups and for the security of such data. Chewboy does not warrant that the data held on its servers or other equipment shall not become liable to corruption or deletion, and accordingly the Client should retain full copies at each stage of the editorial process including at least one such copy off site. Chewboy shall not be liable for any loss of data, whether as a result of interface or formatting of data from the Client’s facilities to Chewboy’s facilities or otherwise. Chewboy reserves the right to delete data on its systems or those of its contractors or agents at any time and without prior notice to the Client. Typically, Chewboy will delete such data 3 MONTHS after conclusion of the booking, unless otherwise agreed in writing.
Amendments to Work in Progress The Client may submit a written request to Chewboy to cancel or amend any and all plans, schedules or work in progress. Chewboy will use its reasonable endeavours to comply with any such request, but no change will come into effect until agreed in writing. In the event of any such cancellation or amendment the Client will reimburse Chewboy for any reasonable charges or expenses incurred by Chewboy to which Chewboy is committed provided that Chewboy notifies the Client of such charges prior to commencing work, in the case of an amendment, or at the time of cancellation in the case of a cancellation. If the Client cancels the Services at least one week prior to the scheduled service date, the Client will receive a full refund of their Deposit, unless the Services have been rescheduled. If the cancellation occurs within one week of the scheduled service date, Chewboy will be entitled to retain 50% of the Deposit.
Charges and payment The Client agrees to pay the Deposit to Chewboy on signature of the Agreement. The Deposit will be set-off against the Fees and is only repayable in the circumstances outlined in clause 5.3. The Client agrees to pay the balance of the Fees due to Chewboy in accordance with the Payment Terms. If any invoice is not paid in accordance with the Payment Terms, an additional charge of 5% of the total Fees payable under the Agreement will be added to the outstanding amount each week the payment remains outstanding. The Client acknowledges that Chewboy has a legitimate interest in ensuring timely payment of the Fees and that these liquidated damages are reasonable and proportionate to protect that interest. Chewboy shall be entitled to invoice the Client at cost in respect of the following costs and expenses incurred by Chewboy in performing the Services: any expenses reasonably incurred by Chewboy, its employees, agents, consultants and subcontractors in performing the Services including travelling, hotel and subsidence costs and expenses; the cost of artwork, model fees, music licences and services of performers, script writers and other artists; and any other item agreed between the parties in writing. The Client shall be responsible for any additional costs and expenses reasonably incurred by Chewboy arising from: any requests to make any amendments to the agreed brief; work that falls outside the scope of the Specification; changes to already accepted materials, work and/or changes to Deliverables whether at the approvals stage or otherwise which materially comply with the Specification and which have not been communicated pre-production; additional edits which exceed the agreed number of edits set out in the Specification (if any); any increases in costs necessitated as a result of the Client’s requests; and the Client’s failure comply with its obligations under the Agreement. All amounts payable by the Client under the Agreement are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Agreement by Chewboy to the Client, the Client shall, on receipt of a valid VAT invoice from Chewboy, pay to Chewboy such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
Intellectual property rights Chewboy acknowledges that ownership of Client Materials and of all Intellectual Property Rights in any Client Materials (including any modifications or adaptations of such Client Materials produced in the course of providing the Services) shall remain vested in the Client or its licensors. Subject to the remaining provisions of this clause 7 and subject to Chewboy receiving payment of all Fees attributable to the Chewboy Materials Chewboy hereby assigns (and in the case of copyright by way of a present assignment of future copyright) all of the Intellectual Property Rights in the Chewboy Materials which are capable of being assigned together with the right to sue for past infringement of the Intellectual Property Rights in the Chewboy Materials The Client acknowledges that all right, title and interest (including all Intellectual Property Rights) in the Background Elements shall be owned by and remain the property of and vested in Chewboy. Subject to Chewboy receiving payment of all Fees attributable to the Background Elements licensed under this clause, Chewboy hereby grants to the Client a licence to use such Background Elements as are included in the Deliverables solely to the extent necessary to enjoy the benefit of such Deliverables. Upon the transfer of ownership of the Chewboy Materials to the Client in accordance with clause 7.3, the Client will grant Chewboy a non-exclusive, royalty free, perpetual, assignable licence to utilise the Chewboy Materials for Chewboy’s promotional purposes. Chewboy shall be credited for their work encapsulated in the Deliverables whenever it is published in whole or part in public domains, including social platforms and websites. The Client acknowledges and agrees that they are solely responsible for obtaining and warrant that they have so obtained all necessary permissions, clearances, licenses, and releases required for the use of any copyrighted materials, trademarks, branding, sound recordings, images, or other proprietary materials (Third Party Materials) in connection with the performance of the Services and creation of the Deliverables by Chewboy. The Client shall notify Chewboy of any restrictions on usage and any other contractual restrictions arising in respect of such Third Party Materials. Chewboy shall have no liability or responsibility for and the Client shall indemnify and hold Chewboy harmless from any delays or failures to deliver the Deliverables or for any claims, liabilities, damages, or costs (including legal fees) arising from or related to any instruction by the Client to use Third Party Materials where the Client has failed to obtain the necessary permissions, clearances, licences or releases to facilitate such use. Chewboy shall, at the request of the Client, sign and execute and shall procure the signature and execution of all assignments, instruments and other documents, and shall do and shall procure the doing of all acts as may be necessary or desirable to give effect to clause 7.4 and/or assist the Client and/or its nominee to protect, maintain and enforce the rights acquired by the Client pursuant to clause 7.4. Chewboy agrees, at the Client’s request and expense, to take all such actions and execute all such documents as are necessary (in the Client’s reasonable opinion) to enable the Client to obtain, defend or enforce its rights in the Deliverables, and shall not do or fail to do any act which would or might prejudice the Client’s rights under this clause 7. Notwithstanding any of the above and save as otherwise expressly provided for in the Specification, Chewboy shall: be able during and after the term of the Agreement to use any Deliverables which have been broadcast, published, distributed or otherwise made available to the public, and the Client’s name and logo for the purposes of promoting its work and its business including on Chewboy’s website, in credentials pitches and in its showreel. Any other use by Chewboy shall be subject to the Client’s prior approval; and retain all know-how obtained in connection with the Services and Deliverables. For the avoidance of doubt, Chewboy shall not be liable under or in connection with the Agreement for any modifications, adaptations or amendments to any Deliverables made by the Client or by a third party on the Client’s behalf, nor in the event that any fault, error, destruction or other degradation in the quality and/or quantity of the Deliverables arises due to the acts or omissions of the Client. The terms of and obligations imposed by this clause 7 shall survive the termination of the Agreement for any reason.
Data protection It is not intended that Chewboy process any personal data as part of the Services. However, if Chewboy is asked to process any personal data as part of the Services then the parties will enter into a separate data processing agreement.
Limitation of liability: In this clause 9, a reference to liability shall mean every kind of liability arising under or in connection with the Agreement including liability in contract, tort (including negligence) or otherwise. Nothing in this clause 9 shall limit the Client's payment obligations under the Agreement . Nothing in the Agreement limits any liability which cannot legally be limited, including but not limited to liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; and breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession). Subject to clause 9.3 Chewboy shall not have any liability to the Client for: loss of profits. loss of sales or business. loss of agreements or contracts. loss of anticipated savings. loss of use or corruption of software, data or information. loss of or damage to goodwill; or indirect or consequential loss. Chewboy has given commitments as to compliance of the Services with the Specification in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement . The Client’s approval of any Deliverable shall be deemed to be acceptance that the content of that Deliverable is correct, accurate and in accordance with the Specification. Chewboy will not be held liable to any party for any errors in the Deliverables after the Client has approved the content in writing. Subject to clause 9.2, Chewboy’s total liability to the Client in respect of any act or omission arising under or in connection with the Agreement shall not exceed the aggregate Fees paid by the Client under the Agreement. Any samples, drawings, descriptive matter, filmed content or advertising issued by Chewboy, and any descriptions or illustrations contained in Chewboy's catalogues or brochures, 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 Agreement or have any contractual force. This clause 9 shall survive termination of the Agreement .
Termination Without affecting any other right or remedy available to it, either party may terminate the Agreement by giving to the other party written notice equal to the Notice Period. Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if: the other party commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so; the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy. Without affecting any other right or remedy available to it, Chewboy may terminate the Agreement with immediate effect by giving written notice to the Client if: the Client fails to pay any amount due under the Agreement on the due date for payment and does not rectify such failure within [INSERT] days; or there is a change of control of the Client (and for the purpose of this clause, control has the meaning given to it in section 1124 Corporation Tax Act 2010). Without affecting any other right or remedy available to it, Chewboy may suspend the supply of Services under the Agreement or any other contract between the Client and Chewboy if the Client fails to pay any amount due under the Agreement on the due date for payment.
Consequences of termination On termination or expiry of the Agreement : the Client shall immediately pay to Chewboy all of Chewboy's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Chewboy shall submit an invoice, which shall be payable by the Client immediately on receipt; and the Client shall return all of Chewboy Assets and any Deliverables which have not been fully paid for. If the Client fails to do so, then Chewboy may enter the Client's premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Agreement Chewboy shall return all Client Materials that were used in accordance with the Agreement. Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry. Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.
General Force majeure. Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. Each party shall use reasonable endeavours to mitigate the effects of any Force Majeure Event, however if the Force Majeure Event continues for a period of 10 or more Business Days the unaffected party shall have the right to give notice to the other party of immediate termination of the Agreement. Assignment and other dealings. Chewboy may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement . The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement without the prior written consent of Chewboy. Confidentiality. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.3(b). Each party may disclose the other party's confidential information: to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Agreement . Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12.3; and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Agreement . Neither party shall make or issue any announcement and/or information or statement concerning the Agreement without the other party’s prior written consent. Variation. Except as set out in these Conditions, no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). Waiver. A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy. Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement. If any provision or part-provision of the Agreement deleted under this clause 12.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. Notices. Notices or communications required under the Agreement must be written in English and signed by the issuing party. They should be addressed to the specified person at the address or email listed in the Term Sheet (or to an updated address or person as notified in accordance with this clause 12.7). Notices can be sent by pre-paid first-class post or email. If sent by post, they are deemed received at 09:00 on the second working day after posting; if sent by email, at 09:00 on the next working day after transmission. This clause does not apply to the service of legal processes in any actions or proceedings. Third party rights. Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement . The rights of the parties to rescind or vary the Agreement are not subject to the consent of any other person. Insurance. Chewboy will maintain all necessary insurance policies including public liability and professional indemnity insurance to cover its activities in relation to the provision of Services. The Client is responsible for obtaining and maintaining its own insurance coverage for any property, equipment or personnel that is required for the Project. The Client shall indemnify and hold harmless Chewboy against any claims, damages, losses, liabilities, expenses or costs arising out of or in connection with any property or equipment owned or operated by the Client or by or in relation to any personnel in connection with the Project. Governing law. The Agreement , and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.
Conditions for specific services Terms related to filming Chewboy will undertake the filming in accordance with the production schedule set out in the Specification or otherwise agreed in writing by the parties from time to time. The Client shall: find a suitable location for equipment to be set-up and where, Chewboy is filming a live performance, ensure that the Client has booked 3 seats per camera from their ticket allocation; ensure Chewboy has adequate time to set-up for filming, or make Chewboy aware of any time restrictions sufficiently in advance to enable it to make appropriate arrangements; immediately after entering the Agreement, provide to Chewboy with all technical information which is relevant to, or may impact, the filming including lighting states and any SFX to be used. If such information is not yet known, the Client shall provide the information reasonably in advance of the filming dates including by providing and photographic evidence on the day of technical rehearsals. Where the Client has requested filmed content only Chewboy shall provide no post production services, such as editing. If the Client opts for bespoke filming or live performance filming, then post production services and editing will be provided as part of the agreed Services. Following submission of each material or content created, the Client shall promptly communicate its acceptance (or otherwise) of such material or content to Chewboy. If the Client is not satisfied with any materials or content produced, it shall notify Chewboy during production, providing reasonable and appropriate comments or requesting changes, in accordance with the scope of work set out in the Specification. The Client shall also have the opportunity to accept, or refuse to accept, the final filmed and edited content if the content fails to materially comply with the Specification. The filmed content shall be supplied on hard drive or uploaded onto a server for online review at Chewboy’s cost. The Client agrees to indemnify Chewboy against, and shall be responsible for arranging insurance in respect of, all actions, claims, losses, and demands which may arise out of or in respect of: non-appearance or non-ability of artists, extras, or any key agency personnel; non-appearance or non-usability of any key product or prop including any materials, key wardrobe, or any other item which is the Client's responsibility; or loss, damage or injury to any artists, extras, key agency personnel, key product or prop including materials, key wardrobe or other items the Client is responsible for; safekeeping of the Deliverables, negative, videotape, master, or other derivative material after delivery to the Client; and any delay, interruption, postponement, or cancellation of the production to the extent it is caused or contributed to by the Client. Unless otherwise requested, the Client shall be responsible, at its option and cost, for procuring insurance for a Weather Day. If no insurance for a Weather Day is placed, then the Client is responsible for all additional costs for any re-shoot due to delay or cancellation as a result of a Weather Day. Chewboy will undertake all works in accordance with the Specification. Any amendments or additional days filming will be charged at Chewboy’s current daily rates. A standard filming day is [Confirm hours ] of crew time on-set or at location (including lunch and breaks but excluding travel time). Any additional overtime required by the project or the Client on the filming day may be subject to additional costs. Terms related to audio recording services Chewboy will undertake the recording in accordance with the production schedule set out in the Specification or otherwise agreed in writing by the parties from time to time. The Client shall: find a suitable location for equipment to be set-up ensure Chewboy has adequate time to set-up for recording, or make Chewboy aware of any time restrictions sufficiently in advance to enable it to make appropriate arrangements; immediately after entering the Agreement, provide to Chewboy with all technical information which is relevant to, or may impact, the. If such information is not yet known, the Client shall provide the information reasonably in advance of the recording dates.. Following submission of each material, the Client shall promptly communicate its acceptance (or otherwise) of such material to Chewboy. If the Client is not satisfied with any materials produced, it shall notify Chewboy during production, providing reasonable and appropriate comments or requesting changes, in accordance with the scope of work set out in the Specification. The Client shall also have the opportunity to accept, or refuse to accept, the final recorded and edited content if the content fails to materially comply with the Specification. The recorded content shall be supplied on hard drive or uploaded onto a server for online review at Chewboy’s cost. The Client agrees to indemnify Chewboy against, and shall be responsible for arranging insurance in respect of, all actions, claims, losses, and demands which may arise out of or in respect of: non-appearance or non-ability of artists, extras, or any key agency personnel; non-appearance or non-usability of any key product or prop including any material or any other item which is the Client's responsibility; or loss, damage or injury to any artists, extras, key agency personnel, key product or prop including materials or other items the Client is responsible for; safekeeping of the Deliverables, negative, videotape, master, or other derivative material after delivery to the Client; and any delay, interruption, postponement, or cancellation of the production to the extent it is caused or contributed to by the Client. Unless otherwise requested, the Client shall be responsible, at its option and cost, for procuring insurance for a Weather Day. If no insurance for a Weather Day is placed, then the Client is responsible for all additional costs for any re-shoot due to delay or cancellation as a result of a Weather Day. Chewboy will undertake all works in accordance with the Specification. Any amendments or additional days recording will be charged at Chewboy’s current daily rates. A standard recording day is [Confirm hours ] of crew time on-set or at location (including lunch and breaks but excluding travel time). Any additional overtime required by the project or the Client on the recording day may be subject to additional costs. Terms related to editing and post production services Where Chewboy provides post production activities such as editing services, the following additional provisions shall apply. Chewboy will provide the number of edits set out in the Specification. The Client shall provide clear and timely feedback within a reasonable timeframe after each round of revisions is submitted. Delays in feedback may impact project timelines and may result in additional costs if extended amendments are required’ Any changes or additions requested by the Client must remain within the project direction, objectives and scope originally agreed upon in the Specification. If the Client wishes to introduce changes that go beyond this scope, such changes will be considered "out of scope”. Any changes considered out of scope will require a new quote and mutual agreement from both parties before any further work is carried out. Out-of-scope amendments might include those that necessitate significant re-editing, additional filming, or substantial alterations to the project's direction or objectives. To optimise the revision process, the Client is encouraged to consolidate feedback from all key stakeholders. This should include specific comments, suggested changes, and any visual or written references where applicable. The Client is responsible for adhering to mutually agreed-upon deadlines for each round of amendments. Failure to meet deadlines may result in project delays, additional costs, or rescheduling. Once the Client is satisfied with the final round of amendments, they are responsible for providing formal approval and sign-off. This signifies the completion of the project and initiates any subsequent phases, such as delivery. If the Client requests more rounds of amends than set out in the Specification , this will be treated as a change in the project scope and will result in additional costs and an adjusted timeline. The Client should communicate any such requests promptly. The scope of any additional work will be agreed upon by both parties in writing before work commences to help ensure that both the Client and Chewboy have a clear understanding of the nature and extent of the additional work and its associated costs. Terms relating to photography services Chewboy will undertake the photoshoot in accordance with the schedule set out in the Specification or otherwise agreed in writing by the parties from time to time. Any amendments or additional days recording will be charged at Chewboy’s current daily rates. The Client shall: find a suitable location for equipment to be set-up; ensure Chewboy has adequate time to set-up for filming, or make Chewboy aware of any time restrictions sufficiently in advance to enable it to make appropriate arrangements; immediately after entering the Agreement, provide to Chewboy with all technical information which is relevant to, or may impact, the filming including lighting states and any SFX to be used. If such information is not yet known, the Client shall provide the information reasonably in advance of the photoshoot. The Client agrees that following submission of each Deliverable, it shall promptly communicate its acceptance (or otherwise) of such Deliverable to Chewboy. If the Client is not satisfied that any Deliverable materially complies with the Specification, the Client may reject the Deliverable, providing reasonable and appropriate comments or requesting changes, in accordance with the scope of work set out in the Specification. The Deliverables shall be supplied on hard drive or uploaded onto a server for online review at Chewboy’s cost. Chewboy will provide the photographic content only and will not provide post production services, such as editing, unless the Client specifically requests this service and Chewboy has taken account of this additional service in the fee estimate. The Client agrees to indemnify Chewboy against, and shall be responsible for arranging insurance in respect of, all actions, claims, losses, and demands which may arise out of or in respect of: non-appearance or non-ability of artists, extras, or any key agency personnel; non-appearance or non-usability of any key product or prop including but not limited to any materials, key wardrobe, or any other item which is the Client's responsibility; or loss damage or injury to any artists, extras, key agency personnel, key product or prop including materials or other items the Client is responsible for; safekeeping of the Deliverables, negative, videotape, master, or other derivative material after delivery to the Client; or any delay, interruption, postponement, or cancellation of the production to the extent it is caused or contributed to by the Client. Unless otherwise requested, the Client shall be responsible, at its option and cost, for procuring insurance for a Weather Day. If no insurance for a Weather Day is placed, then the Client is responsible for all additional costs for any re-shoot due to delay or cancellation as a result of a Weather Day.