Legal

We are VideoFirst Ltd (VideoFirst). Our registered office is at 85 Great Portland Street, London, England. W1W 7LT. We trade as VideoFirst and for simplicity, we may / will refer to ourselves as we, our, us, VideoFirst.com and VideoFirst throughout. This document (together with the items referred to on it) tells you the terms of supply on which we provide the services (services) listed from time to time on our website. Please read these terms of supply carefully and ensure that you understand them fully before using the services on our site or ordering from us.

Unless agreed otherwise in writing, 50% of the agreed fee must be paid as a deposit upon the agreement of terms and prior to the commencement of the project (and at least 14 days prior to the commencement of any work). 25% of the fee shall be payable upon completion of filming (or upon the sign-off on creative / artwork, where no filming is required e.g. editing or animation projects). The final 25% balance will be paid prior to supply to the client. In relation to specific contracts, these figures or terms may be varied as set out in the respective statement of work (SOW) or contracts. For project work this can be simplified and agreed as follows; 50% deposit payable up-front and 50% balance on completion prior to final delivery. 

For invoices over £1,000, we will issue an invoice for payment as each sum becomes due, to be paid within the agreed number of days of the date of that invoice. 

For invoices under £1,000, we may require full payment in advance or full payment upon completion of the transfer of goods or services to the purchaser. This will be outlined in writing in project agreements.

Our fees shall be exclusive of taxes, disbursements and expense items related to the agreed project such as courier services, postage, photocopying, photography, prints, media duplications, creation of audio and video streaming files, travel, accommodation, subsistence, talent fees, location fees, clearance charges, card transaction charges and similar items which will be invoiced to the client on the relevant project, or separately as necessary. 

If payment is not received within the agreed amount of time of the invoice date, we will automatically charge interest at a rate of 8.5% per annum, which will be added to the customer’s account (calculated daily from the date the invoice was due for payment). We also reserve the right to enforce a late payment charge in line with current UK legislation and charge for all costs, legal or otherwise associated with the recovery of monies due before content or copyright is released.

Domestic payment should be made by BACS, CHAPS, Cash or Direct Debit. International payments must be made in advance by IBAN transfer and customers should specify the amount on their invoice as the amount receivable by us with their own bankers to avoid additional currency or exchange fees. We do not accept payment by cheque. Debit and credit card payments attract a 3% surcharge. American Express card payments attract a 4% surcharge. Online card payments and direct debit payments can be made online. You should not assume that cleared funds have been received until notified by our accounts department as all banks and merchants process payments in different ways and timescales. 

The customer’s requirements must be clearly provided to us in writing before commencement of work and subject only to one set of minor alterations thereafter.

We will produce deliverables for client inspection in accordance with and by the due date specified in the relevant project schedule and/or confirmation of assignment or by the time otherwise agreed in writing. The client will be required to communicate approval or amendments within 7 days of supply of the link or other deliverable(s). Acceptance or amendment requests must be notified in writing by the client. If the client fails to provide acceptance or amendments within 7 working days from the supply of the link (or other), then we will deem acceptance of materials and/or completion of the project by the client and all outstanding fees will be due by immediate return. 

Major alterations to a project, not agreed prior to the commencement of work, must be made subject to a further written agreement or an additional charge as per our current rate-card.

If any project runs past the agreed due date (unless expressly agreed in writing by both parties), then all balance payments will be due immediately. For the avoidance of doubt, projects subject to agreed payment schedules shall adhere to the schedule of payments rather than delivery / due dates documented.

Project deliverables will only be publicly released by us once the customer approves all content as complete and satisfactory and confirms this in writing (email acceptable). Payment in full must also have been made.

A customer may terminate the contract at any time by written notice of termination giving a minimum of 10 working days notice. Weekends and official UK holidays do not count.

When a customer terminates the contract, they will remain liable to pay in full for all committed future costs and work undertaken and in progress up to the date that the written cancellation is received unless any other written agreement is reached in advance. All written communication must be sent by registered post to our registered office address which is VideoFirst Ltd., 85 Great Portland Street, London, W1W 7LT. We reserve the right to charge up to 50% of the total agreed production fee if the cancellation is made within 7 days of the shoot or production deadline (whichever is soonest).

Monies (excluding the deposit) held on account (and unused) or overpayments received in error (or otherwise) may be returned subject to a 15% administration charge plus any credit or debit card charges or processing and transaction fees that have been incurred. 

In the event of non-payment, the ownership of all copyright and materials supplied (digitally or otherwise) will remain the property of VideoFirst and may not be used by the client or any third party. All goods (digital or otherwise) must be returned upon request. In the event that initial, part or deposit payment was made by credit or debit card you agree that we reserve the right to charge unpaid or outstanding amounts to your debit or credit card and you authorise us to do this in your absence and without additional consent. In the event that we hold a current direct debit mandate the client also agrees that we may issue a direct debit request to the issuing bank in your absence for the amount outstanding. For international clients and / or projects with an international dimension these actions carry an additional administration charge of £100.

In consideration of, and subject to, the final payment of full fees due to us by the client, VideoFirst hereby assigns to the client with full title guarantee all the present and future copyright and other intellectual property rights howsoever arising in the content unless expressly previously agreed in writing between both parties. The only exception being that VideoFirst may use content created for its own promotional purposes unless specifically agreed otherwise in writing prior to project commencement.

We reserve the right to refuse to create, use, publish or broadcast any information it considers obscene, morally unsuitable, politically bias or which would breach copyrights, or which is libellous, defamatory or illegal.

Should such a submission occur, the customer will be advised which information was deemed unsuitable, and requested to amend the information. If the customer can show good reason to use the unsuitable information, inclusion may be considered.

We cannot be held liable for loss or damage caused as a result of client error, third party action (legal or otherwise), wars, government intervention, natural causes, specifically the weather, pandemics, Acts of God, states of emergency, terrorism, protest, civil unrest, pandemics or matters beyond our control.

The client shall provide appropriate security and arrangements for any filming outside of the United Kingdom for which we provide crew or equipment. Such arrangements shall be notified to us in writing in advance of travel to that jurisdiction.

We cannot be held liable to any party for any errors on any medium after the customer has agreed in writing that the content is correct and accurate and should be rendered, delivered, posted, published or broadcast.

Subject to the written agreement of all parties client contracts may be modified at any time to add or delete services to better fit the client’s needs.

If a project requires additional content this is, in effect, a contract change. An amendment may be made to the original contract and, once approved, becomes contractually binding.

If after project completion and/or project handover the client requires additional amendments, new project revisions or duplicate deliverables a new contract will be entered into and an estimate will be provided for the work at the time of the request.

Email correspondence shall be sufficient to prove changes to agreements for the form and content of programmes.

VideoFirst reserves the right to not commence work on any project until a signed purchase order or equivalent signed document has been provided by the client.

Any confidential or proprietary information which is acquired by VideoFirst from a client company, person or entity will not be used or disclosed to any person or entity, except when required to do so by law. If required, VideoFirst will consider agreeing to the conditions of a confidentiality agreement supplied by the client.

Any contract requiring VideoFirst to work to specific deadlines provided or to extend deadlines within the written agreement will be deemed to include a proviso that the clients will make themselves reasonably available to communicate with VideoFirst (its staff or agents) as necessary.

Our normal office hours are 10:00 to 18.00 GMT / BST, Monday to Friday.

Any claims must be made in writing to VideoFirst within 24 hours of receipt of goods/services. If no claim is made within this period the client is deemed to have accepted the goods/services at the agreed price.

Should the customer have cause to make any complaint about service or programmes the complaint, if put in writing, will be acknowledged by VideoFirst within 14 days and a detailed reply will be issued to the customer within a further 28 days thereafter. In cases of complaint, all relevant work and assets, digital or physical, together with invoice and original materials should be returned to us.

VideoFirst shall be under no liability if unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, pandemic, failure of power supply, lock-out, strike or other action taken by suppliers or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency, the client may, by written notice to us, elect to terminate the contract and pay for work done and materials used but subject thereto shall otherwise accept delivery when available.

We reserve the right to update or amend these terms at any time. It is the responsibility of the customer to check our terms prior to each order.

These client terms and conditions were last updated on February 1st, 2022.

Commencing on the start date and continuing until completion of the services, delivery and acceptance of the delivery materials by VideoFirst, produce, direct or contribute to the filming, recording, editing or creation of the project and, in connection with the project, render all such services as are usually rendered by a professional contractor (or service provider) in connection with the production of the project in accordance with the terms of this agreement;

Perform the contractors services conscientiously and in a competent manner and to the full limit of the contractors technical, artistic and creative skill as, where and in willing co-operation with such persons as the company may require, and attend such locations, premises or studios as may reasonably be required by the company punctually and at all times conduct themselves in a professional manner;

Promptly and faithfully comply with all instructions of the company as may be given in accordance with these terms including but not limited to those involving artistic taste and judgment;

Obtain knowledge of and comply with all rules and regulations for the time being in force at such places where the project is shot, recorded or edited, and all OFCOM and other relevant guidelines and/or legislation and use every endeavour to ensure that such rules, regulations and guidelines are complied with by other personnel engaged in making the project;

Work such hours as are necessary to fulfil the contractors obligations under this agreement accepting that this may involve working an average of more than 40 hours per week. The contractor will however not be required to work hours that are injurious to contractors or others health and safety. If the Working Time Regulations 1998 (the regulations) apply to this agreement, the contractor agrees that (i) the maximum weekly working time specified in regulation 4 of the regulations shall not apply to this agreement, (ii) this condition constitutes an agreement in writing for the purposes of regulation 5 of the regulations, and (iii) the contractor shall be entitled to terminate such agreement by giving to the company three months notice in writing (or the period of this engagement, whichever is the shorter);

Perform the contractors role in accordance with the budget, production schedule, delivery schedule or other documentation approved by the company and notified to the contractor (and any revisions thereto notified to the contractor by the company) and in accordance with the script or creative brief as approved by the company (but subject to any alterations or additions thereto that the company may direct) and shall in no event add to, subtract or depart from such script or creative brief (except for so called on-the-floor changes required by the exigencies of production), nor add to such budget nor alter such production schedule without the prior consent of the company in each instance;

Use the contractors best endeavours to attain and maintain such a state of health as will enable the contractor to render the contractors services under this agreement as effectively as possible and comply with all health and safety policies and legislation that relate to the provision of the services; and

Comply with all regulations, policies and requirements of any third party, including without limitation health and safety policies and IT / internet use policies, where the services are performed at such third parties premises or offices or the services include the use of goods or services from such third party, including without limitation any studio, client’s premises, home addresses or the company’s offices.

Not without the written consent of the company order goods nor incur any liability nor enter into any commitment, contract or arrangement on the company’s behalf nor pledge the credit of the company nor hold themselves out as being entitled to do so;

Throughout the period of the engagement keep the company informed of the contractors whereabouts and their contact details;

Apply for or assist the company in applying for work permits, passports and visas and such other permits and consents as may be necessary to enable the company to make full use of the contractors services hereunder;

On the completion of the engagement deliver to the company all documents and materials of whatsoever kind or nature relating to the project prepared by the contractor or coming into the contractors possession.

The contractor hereby assigns to the company absolutely the entire copyright (including without limitation any rental and lending rights and cable re-transmission rights) throughout the universe in all media whether now known or later developed for the full period of copyright and all renewals, revivals, reversions and extensions thereof (and thereafter, in so far as the contractor is able, in perpetuity) and, to the extent relevant, by way of present assignment of future copyright and all other rights whatsoever in all products of the contractors services hereunder, including, without limitation, all literary, dramatic, artistic and musical material contributed by the contractor to the project and in the project itself (the said copyright and products are herein referred to as ‘the products’).

The contractor hereby irrevocably grants to the company throughout the world the right to and to authorise others to issue publicity concerning the contractors services in connection with the project and to use the contractors name, likeness and biography and the products in connection with the exploitation of the project and/or the advertising, publicising, and/or promotion of the project but in such a way that, without the contractors or the contractors prior written consent, such use shall not suggest that the contractor endorses, recommends or uses any commercial products or services other than the project and/or the company.

The contractor recognises that the company has the unlimited right to edit, copy, alter, add to, take from, adapt and/or translate the products and the project and, with regard to the products and the project, hereby irrevocably and unconditionally waives (without prejudice to the contractors rights under condition the benefits of any provision of law known as ‘moral rights’) including without limitation any rights of the contractor under sections 77 and 80 of the Copyright Designs and Patents Act 1988 (‘CDPA’) or any similar laws of any jurisdiction.

The contractor shall and shall procure that the contractor shall do all such acts and execute such documents as the company may reasonably require to vest in or confirm to the company or its successors in title and licensees the copyright and all other rights assigned or granted or purported to be assigned or granted by the contractor to the company under this agreement. In the event that the contractor fails to undertake such acts or execute such documents within 14 days of receipt of written notice from the company, the company as the duly appointed agent of the contractor may execute such documents or undertake such acts on the contractors behalf and shall provide details of such actions or copies of all such documentation thereafter to the contractor.

In respect of Intellectual Property (specifically clauses 17 to 24) the following words and expression shall have the following meanings:

Contract Inventions: any invention which is made wholly or partially by you at any time during the course of your contract with the company (whether or not during working hours or using company premises or resources, and whether or not recorded in material form).

Contract IPR’s: Intellectual property rights created by you in the course of your contract with the company (whether or not during working hours or using company premises or resources).

Intellectual property rights: patents, rights to inventions, copyright and related rights, trade marks, trade 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 preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or 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 may now or in the future subsist in any part of the world.

Inventions: any inventions, idea, discovery, development, improvement or innovation whether or not patentable or capable of registration and whether or not recorded in any medium.

The contractor acknowledges that all contract IPR’s, inventions and all materials embodying them shall automatically belong to the company to the fullest extent permitted by law. To the extent that they do not vest in the company automatically, you hold them on trust for the company.

The contractor acknowledges that, because of the nature of your duties and the particular responsibilities arising from the nature of the duties, the contractor has, and shall have at all time while you are contracted by the company, a special obligation to further the interests of the company.

To the extent that legal title in any IPR’s or inventions does not vest in the company by virtue of the above, you agree, immediately on creation of such rights and inventions, to offer to the company in writing a right of first refusal to acquire them on arm’s length terms to be agreed between the parties. If the parties cannot agree on such terms within 30 days of the company receiving the offer, the company shall refer the dispute for determination to an expert who shall be agreed between the parties. The expert’s decision shall be final and binding on the parties in the absence of manifest error, and the costs of arbitration shall be borne equally by the parties. The parties will be entitled to make submissions to the expert and will provide (or procure that others provide) the expert with such assistance and documents as the expert reasonably requires for the purpose of reaching a decision. You agree that the provisions of this clause shall apply to all contract IPR’s and inventions offered to the company under this clause until such time as the company has agreed in writing that you may offer them for sale to a third party.

The contractor agrees to give the company full written details of all inventions promptly on their creation; and

At the company’s request and in any event on the termination of your contract / employment to give to the company all originals and copies of correspondence, documents, papers and records on all media which record or relate to any of the IPR’s; and

Not to attempt to register any IPR’s nor patent any invention unless requested to do so by the company; and

To keep confidential each invention unless the company has consented in writing to its disclosure by the contractor.

The contractor waives all present and future moral rights which arise under the Copyright Designs and Patents Act 1988, and all similar rights in other jurisdictions relating to any copyright which forms part of the IPR’s, and agree not to support, maintain or permit any claim for infringement of moral rights in such copyright works.

The contractor acknowledges that, except as provided by law, no further remuneration or compensation other than that provided for in this agreement is or may become due to you in respect of your compliance with this clause. This clause is without prejudice to your rights under the Patents Act 1977.

The contractor undertakes to use your best endeavours to execute all documents and do all acts both during and after your contract with the company as may, in the opinion of the company, be necessary or desirable to vest the IPR’s in the company, to register them in the name of the company and to protect and maintain the IPR’s and the inventions. Such documents may, at the company’s request, include waivers of all and any statutory moral rights relating to any copyright works which form part of the IPR’s. The company agrees to reimburse your reasonable expenses of complying with this clause.

The contractor agrees to give all necessary assistance to the company to enable it to enforce its intellectual property rights against third parties, to defend claims for infringement of third party intellectual property rights and to apply for registration of intellectual property rights, where appropriate throughout the world, and for the full term of those rights.

The contractor hereby irrevocably appoints the company to be your attorney / legal counsel in your name and on your behalf to execute documents, use your name and do all things which are necessary or desirable for the company to obtain for itself or its nominee the full benefit of this clause. You acknowledge that a certificate in writing, signed by any director or the secretary of the company, that any instrument or act falls within the authority conferred by this agreement shall be conclusive evidence that such is the case so far as any third party is concerned.

The contractor warrants, represents and undertakes to the company that the contractor has full power and authority to enter into this agreement and is free to enter into and to perform this agreement and the contractor has not entered and will not enter into any professional or other commitment which would or might conflict with the full and due rendering of the contractors services hereunder; and

The products (save to the extent that they incorporate material made available to the contractor by or at the instance of the company) will be wholly original in the contractor and will not infringe the copyright or any other rights of any third party; and

The products will not contain any defamatory matter or breach any contract or duty of confidence and that the contractor will ensure that the project does not incorporate any defamatory matter nor constitute contempt of court nor breach any provision of any statute or any regulations made thereunder; and

The contractor is and will remain for the period of the engagement a ‘qualifying person’ within the meaning of Part 1 of the CDPA; and

The rights hereby granted and assigned are vested in the contractor absolutely and are free from any encumbrances; and

The contractor is not now nor has at any time been subject to or suffering from any injury, ailment, incapacity, condition, indisposition or the like which might adversely affect the ability or suitability of the contractor to render any services required hereunder or prevent the contractor from rendering the contractors services hereunder; and

The contractor will indemnify and keep the company fully and effectively indemnified against all actions, costs, losses, claims and expenses of whatsoever kind (including reasonable legal fees and expenses of a counsel of the company’s choosing) or nature arising from any breach or non-performance of any of the warranties, representations, undertakings or obligations on the contractors part contained in this agreement or in respect of any liability or costs, claims or expenses arising out of this agreement.

This provision shall survive the termination or completion of this agreement.

The contractor shall take out and maintain all reasonable and prudent policies of insurance related to the business of the contractor and the provision of the services and shall, on request from the company, add the company as an additional insured to such policies and provide a copy of such policies to the company. The contractor shall not do anything which would invalidate such policies of insurance and shall notify the company in the event of any failure to maintain such policies of insurance.

The contractor will not begin any work or incur any costs or expenses that VideoFirst or any other associated company would be liable for until they are in receipt of an official purchase order (PO) number.

In respect of renumeration (clauses 44 to 48) the fee payable to the contractor in respect of the contractors services under this agreement is exclusive of Value Added Tax (VAT), which shall be payable at the appropriate rate, if applicable. Any bonus payment set out in the SOW shall be contingent on the contractor fulfilling the terms of such bonus and to the contractor complying with the terms of this agreement. The fee includes equitable remuneration for the provision of services outlined. Where applicable, the fee includes equitable remuneration for the assignment of rental and lending rights and cable re-transmission rights referred to above. No further sums are payable to the contractor under this agreement whether in respect of the hours worked by the contractor or any payments for secondary uses or under any collective bargaining agreement. The company will not be responsible for any additional payment / transaction / gateway / bank / currency exchange charges incurred as a result of payment of the agreed fee through any third party payment service. Any additional charges, over above the agreed fee must be approved in writing with the company, in advance of the contractor providing the service(s).

Any payment due to the contractor under this agreement shall only be paid following the company’s receipt of a proper and verifiable invoice displaying a valid purchase order number from the contractor. All invoices will be paid within 60 working days from the receipt date of such an appropriate invoice. The company reserves the right to retain some or all of the agreed fee subject to successful completion of the project and a full assessment by the company of the services provided by the contractor or in lieu of any resolution of any dispute that should arise during, as part of, or post-completion of the project.

Personal expenses shall be subject to prior approval of the company and shall be subject to the provision of all relevant receipts or vouchers. All expenses shall be submitted to the company upon completion of the services and shall be paid by the company to the contractor following receipt of an appropriate invoice. Any expenses claims submitted later than seven working days following completion of the services shall be paid entirely at the discretion of the company.

If the company advances any money to the contractor in respect of expenses to be incurred by the contractor necessarily in the performance of the contractors services under this agreement and the contractor fails to account to company in writing for the moneys so advanced, together with written evidence that any claimed expenses have been incurred and paid for by the contractor, within seven days of the contractors receipt of a written request therefor from the company, the company shall be entitled to deduct from any moneys otherwise becoming due from the company to the contractor under this agreement a sum(s) equal to the amount of the said advance(s) in respect of which the contractor has failed to account to the company as aforesaid.

The contractor will be solely responsible for all income tax and national insurance contributions due in respect of the rendering of the contractors services under this agreement and shall indemnify the company against any loss, costs, interest, liability, damages or proceedings whatsoever arising out of or in connection with any non-payment by the contractor of any income tax and / or national insurance contributions as well as any fines or fees incurred by the contractor

With regard to loss and liability (clauses 49 to 52) the company shall not be under any liability in respect of;

Any claim for loss of publicity or opportunity to enhance the contractors reputation, even if the company delays or abandons production or exploitation of the project or the use of the contractors services notwithstanding that the company may have advertised the same;

Any loss or damage to the contractors or the contractors property whilst in transit to or whilst at places where the contractor renders services under this agreement except to such extent, if at all, as the company may be able to enforce a claim for indemnity against a third party or under any policy of insurance effected by the company.

The company’s liability hereunder shall be limited to the fee and any agreed expenses and the company hereby excludes any and all liability in respect of the services and the contractors conduct under this agreement or otherwise, save in respect of any personal injury or death of the contractor arising out of or in the course of the contractors engagement to the extent, if at all, as the same was due to the negligence of the company.

With regard to confidentiality (clauses 53 to 64) the contractor shall not either during the course of performance of the services or at any time thereafter (other than in the proper course of the contractors duties hereunder and for the benefit of the company);

Use, disclose or communicate to any person any confidential information which the contractor shall have come to know or have received or obtained at any time (before or after the date of this contract of employment) by reason of or in connection with the services; or

Copy or reproduce in any form or by or on any media or device or allow others access to or to copy or reproduce recorded information whether or not in documentary form (‘documents’) containing or referring to confidential or sensitive information (for the avoidance of doubt this includes any proprietary documentation or precedents provided by the company).

Reveal, disclose, discuss or mention any aspect of the project, including their engagement with VideoFirst or associated companies, using any public forum or social networking including messaging services, sharing platforms and all media / press outlets including journalists, broadcasters and bloggers. VideoFirst will prosecute and seek damages against any organisation or individual/s that make libellous, defamatory or untrue statements against the Company, its Directors or employees regardless of platform or visibility status.

All documents containing or referring to confidential information at any time in the contractors control or possession are and shall at all times remain the absolute property of the company and the contractor undertakes, both during the course of performance of the services and afterwards;

To exercise due care and diligence to avoid any unauthorised publication, disclosure or use of confidential information, sensitive information and any documents containing or referring to it;

To deliver up any confidential information (including all copies of all documents); and

To do such things and sign such documents at the expense of the company as shall be reasonably necessary to give effect to this clause and / or to provide evidence that it has been complied with all restrictions;

Will not restrict the contractor from disclosing (but only to the proper recipient) any confidential Information which the contractor is required to disclose by law or any order of the court or any relevant regulatory body provided that the contractor shall have given prior written notice to the company of the requirement and of the information to be disclosed and allowed the company an opportunity to comment on the requirement before making the disclosure;

Will not apply to confidential information which is or which comes into the public domain otherwise than as a result of an unauthorised disclosure by the contractor or any other person who owes the company an obligation of confidentiality in relation to the information disclosed.

The contractor agrees that the restrictions set out are without prejudice to any other duties of confidentiality owed to the company whether express or implied and are to survive the termination of this agreement.

Confidential information includes any information which may be imparted in confidence or be of a confidential nature relating to the business or prospective business or internal affairs of the company or any of the company’s clients and in particular all information relating to the development, production and exploitation of products, marketing or sales or any products or services of the company including without limitation lists of customers and suppliers names, addresses and contacts, service and product information, contractual arrangements with customers, advertising and promotional material, know-how, trade secrets, unpublished information relating to the intellectual property of the company and any other commercial, financial or technical information relating to the business of the company or to any customer or supplier, officer or employee of the company or to any member or person interested in the share of the company including other contractors.

With regard to restrictions (clauses 65 to 71) the contractor shall not during the course of the provision of services or for a period of twenty four months following termination of this agreement for any reason, either on the contractors own behalf or on behalf of any person, firm or company;

Solicit or endeavour to entice away from the company an actual employee, or discourage from being employed by the company any person who, to your knowledge, is an employee or a prospective employee of the company; or

Employ or procure another person to employ any such person; or

Directly or indirectly in competition to the company, solicit or endeavour to entice away from the company any employee, contractor, client or prospective client of the company, or discourage such client or prospective client from retaining the services of the company.

In this clause ‘client’ shall mean any person, firm, company or other organisation whatsoever to whom or to which the company provided services during the one year immediately preceding the termination of this agreement and with whom or which, during such period the contractor has had personal dealings in the course of the provision of services hereunder; and ‘prospective client’ shall mean any person, firm, company, contractor, or other organisation whatsoever with whom or which the company shall have had negotiations or discussions regarding the possible provision of services during the twelve months immediately preceding the date of the termination of this agreement.

While the restrictions in clauses above are considered by the parties to be reasonable in all circumstances, it is agreed that if any such restrictions, by themselves, or taken together, shall be adjudged to go beyond what is reasonable interests of the company but would be adjudged reasonable if part or parts of the wording thereof were deleted or modified, the relevant restriction or restrictions shall apply with such deletions or modifications as may be necessary to make it or them valid and effective. For the avoidance of doubt the contractor agrees to the restrictions set out in the previous clause (69) in order to provide protection for the confidential information, goodwill and customer / supplier connections of the company.

The restrictions set out under this heading are without prejudice to any other fiduciary duties owed to the company whether express or implied and shall survive the termination of this agreement.

With regard to Data Protection (clauses 72-73) the contractor confirms and agrees that the company may keep personal information relating to the contractor for the purposes of giving effect to this agreement and for the general administration of the company’s business. In signing this agreement the contractor expressly consents to:

The transfer of this information to third party companies (which third party companies may or may not be outside the United Kingdom) for the same purposes. The contractor agrees that the company may disclose specific information to its clients relating to its use of the contractors services.

With regard to termination (clauses 74 to 84) the company shall be entitled to the notice period in writing to the contractor or on immediate notice in the case of sub-clauses below, to determine this agreement in any of the following events if;

The contractor fails, refuses or neglects to perform any of the contractors obligations under above clauses or fails to remedy the same immediately after notification of the breach or is otherwise in breach of any material obligation, undertaking or warranty contained in this agreement;

The contractor is incapacitated from rendering the contractors services under this agreement for more than two days either consecutively or in the aggregate;

Any act or conduct of the contractor shall prejudice the production or successful exploitation of the project and such conduct is incapable of being remedied or is not remedied within two days of being so notified by the company;

Any application for a visa, work permit or other permit for the contractor is unsuccessful;

The contractor knowingly or negligently makes untrue or inaccurate replies or statements in relation to any material aspect of this agreement;

During the period of the contract the contractor knowingly or unwittingly commits an act of dishonesty or gross misconduct; and / or during the period of the contract the contractor becomes bankrupt, or is convicted of any criminal offence other than a driving offence not carrying a custodial sentence.

On determination of this agreement on any of the foregoing grounds, the company shall pay to the contractor remuneration due under this agreement up to the termination date of the contract, save that the company shall have no obligation to pay the contractor for any period during which the contractor did not perform its services under this agreement. The company will be under no further liability.

Notwithstanding determination of this agreement for whatever reason;

Each party hereto will remain entitled to enforce any claim against the other party or parties arising from any breach of this agreement that may have occurred before determination; and

The company will remain entitled to all rights granted or assigned to it under this agreement.

In respect of assignment the company shall be entitled to assign the benefit of this agreement and of the contractors services hereunder to any third party and the contractor shall render such services to such assignee. If required, the contractor shall enter into a direct contract with the assignee on terms no less favourable to the contractor in so far as the terms apply to future performance than those contained in this agreement. The company shall remain liable to the contractor for all its obligations under this agreement notwithstanding any such assignment.

Any notice required to be given to the company or the contractor under this agreement shall be in writing and served upon the addressee at such address as it may notify to the other party for such purpose and, if none, at the addressee’s address stated in the letter of engagement, by pre-paid first class mail or by personal delivery and shall be deemed to have been given, if delivered by hand, at time of delivery and, if posted, 48 hours (excluding the hours of Saturdays, Sundays and Bank / Public holidays in the country in which the company’s registered office is located) after posting an inland letter and 7 days (excluding Saturdays and Sundays) after posting an overseas letter. Our registered office is VideoFirst Ltd., 85 Great Portland Street, London, W1W 7LT.

This agreement sets out the entire agreement between the parties at the date hereof relating to the contractors services in connection with the project and supersedes any prior agreements or arrangements (whether oral or in writing) between the parties relating thereto. This agreement can only be modified by a written instrument signed by both parties.

The contractor acknowledges that in the event of any default of any of the terms of this agreement by the company, its sole remedy will be an action at law for damages and in no event will it be entitled to rescind this agreement or receive any injunctive or other equitable relief whereby the rights granted to the company could be affected or the free and unrestricted exploitation or exhibition of the project could be restrained, hampered or otherwise interfered with.

The contractor acknowledges that the services to be rendered by the contractor under this agreement are of a special, unique and extraordinary character, the loss of which cannot be reasonably or adequately compensated by damages in an action at law.

No waiver, express or implied, by either party of any term or condition or any breach by the other of any of the provisions of this agreement shall operate as a waiver of any breach of the same or any other provision of this agreement.

Any headings in or to this agreement, either on this webpage, electronically delivered, printed or otherwise are for information only and do not form part of this agreement.

In the event of any conflict between these terms of engagement, the statement of work (SOW) and any other group-wide terms then the statement of work shall prevail.

The company reserves the right to conduct credit and / or background checks on all contractors, suppliers or personnel engaged as the company deems appropriate and at any time from the point of consideration and / or inception and thereafter in perpetuity.

Nothing in the agreement shall be construed to constitute a partnership or a contract of employment between the parties.

This agreement shall be construed under and governed by the laws of England and Wales and the parties shall submit to the exclusive jurisdiction of the English courts regardless of their location or where the contract takes place.

VideoFirst has a registered Patent Pending for the VideoTXT process.

VideoFirst owns the copyright and design process for all of our videos, icons, logos, company names, brand names, service names and taglines from 2004 to present day.

VideoFirst owns the copyright for the following taglines:

• Video Production For Brands
• You Should Be Shot
• We’ll Make You Famous
• Advantage For Sale
• Action At Altitude
• Shoot Yourself
• We Are Video
• Pushing Your Pixels Harder
• Any Video, Any Device, Any Place
• Make Video Work For Your Business
• It’s Not Business, It’s Personal
• We Shoot, You Score
• VideoFirst Leeds, Our Competitors Follow