1. Definitions and Interpretation
In these Terms:
“Budget” means the total charges payable for the Services, including the Production Fee and third-party Costs, as set out in the Proposal or as amended in writing.
“Client” means the entity commissioning the Services.
“Client Materials” means all materials, data, instructions, branding, scripts or other content supplied by or on behalf of the Client.
“Costs” means third-party production expenses incurred in delivering the Services.
“Deliverables” means all creative outputs, recordings, edits, footage, scripts, documents or media produced by QFP under the Contract, excluding Client Materials.
“Intellectual Property Rights” (IPR) means copyright and related rights, trademarks, database rights, design rights, patents, know-how and all analogous rights worldwide.
“Production Fee” means QFP’s professional fees excluding third-party Costs.
“Proposal” means the written scope of Services and Budget issued by QFP.
“Services” means the production and related services described in the Proposal.
“QFP” means Quite Frankly Productions Limited (Company No. 4941188).
The Contract comprises:
these Terms
the Proposal
any written Client confirmation
If there is inconsistency, the Proposal prevails where expressly stated.
2. Formation of Contract
A Contract is formed when:
Client confirms acceptance of the Proposal in writing; or
QFP commences Services following Client instruction.
Client warrants that all information and Client Materials supplied are accurate and complete.
3. Budget and Pricing
3.1 Quotations remain valid for 30 days unless withdrawn.
3.2 All prices are exclusive of VAT and similar taxes.
3.3 The Budget may be reasonably adjusted where:
Client requests changes to scope;
Client delays performance;
third-party Costs increase beyond QFP’s reasonable control.
QFP will notify Client promptly of any material adjustment.
4. Payment Terms
4.1
Unless otherwise specified in the Proposal, QFP may invoice the Budget either:
(a) In staged instalments (typically for larger or more complex productions), which may include for example:
an initial instalment upon acceptance of the Proposal;
a further instalment prior to principal production or filming; and
a final instalment upon delivery of the Deliverables;
or
(b) As a single invoice issued following completion of the Services (typically for smaller projects).
The applicable invoicing structure will be set out in the Proposal or otherwise agreed in writing between the parties.
4.2
All invoices are payable within thirty (30) days of the invoice date unless otherwise agreed in writing.
4.3
Where staged payments apply, QFP reserves the right, acting reasonably, to suspend performance of the Services or delivery of Deliverables if any undisputed invoice remains unpaid after reasonable written notice.
5. Cancellation and Postponement
If Client cancels the Services:
Timing of Cancellation Charges
Before pre-production Direct Costs incurred
After pre-production has commenced Direct Costs + reasonable time incurred
Within 5 working days of shoot/event Direct Costs + up to 50% Production Fee
On shoot/event day or later Direct Costs + up to 75% Production Fee
Where possible, QFP will use reasonable endeavours to mitigate Costs.
Postponement may be treated as cancellation unless otherwise agreed.
6. Provision of Services
QFP shall:
perform Services with reasonable skill, care and diligence;
use appropriately qualified personnel;
use reasonable endeavours to meet agreed schedules.
Client shall:
provide timely approvals and instructions;
secure necessary rights in Client Materials;
obtain filming permissions, location access and talent releases unless otherwise agreed in the Proposal.
7. Revisions and Acceptance
Unless otherwise stated:
The Budget includes two reasonable editorial revision rounds.
Additional revisions will be charged at agreed rates, to be discussed in advance.
Deliverables shall be deemed accepted if no written rejection specifying material defects is received within 10 working days of delivery.
8. Intellectual Property
8.1 Ownership
Ownership of all Intellectual Property Rights in the Deliverables remains with QFP unless expressly assigned in the Proposal.
8.2 Licence
Upon full payment, QFP grants Client a:
perpetual
worldwide
royalty-free
non-exclusive licence
to use the Deliverables for the purposes set out in the Proposal, including marketing, internal communications, digital, social and broadcast use.
Client may share Deliverables with group companies, media agencies and distribution partners for those purposes.
8.3 Optional Assignment
If expressly stated in the Proposal, QFP may assign copyright in final Deliverables upon full payment, excluding:
pre-existing materials
templates
production methodologies
underlying know-how.
8.4 Portfolio Use
Unless otherwise agreed in writing, QFP may use Deliverables for portfolio, showreel, awards and marketing purposes.
9. Insurance
QFP maintains appropriate insurance cover consistent with industry practice, including:
Public Liability Insurance
Employers’ Liability Insurance
Professional Indemnity Insurance
Evidence of insurance limits can be provided upon reasonable request.
10. Data Protection
Each party shall comply with applicable data protection laws.
Where QFP processes personal data on Client’s behalf:
Client acts as Controller;
QFP acts as Processor;
processing is limited to performance of the Services.
QFP shall:
implement appropriate technical and organisational security measures;
notify Client without undue delay of any personal data breach affecting Client data.
Client warrants it has obtained all necessary consents to permit processing.
Where required, the parties may enter into a separate Data Processing Addendum.
11. Confidentiality
Each party shall:
keep confidential information secure;
use it solely for Contract purposes;
not disclose it except to employees or subcontractors who need to know, or where legally required.
12. Liability
12.1 Nothing in these Terms excludes liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation;
any liability which cannot legally be excluded.
12.2 Subject to clause 12.1, QFP’s total aggregate liability under the Contract shall not exceed 100% of the total sums paid under the Contract.
12.3 Neither party shall be liable for:
indirect or consequential losses;
loss of profits, opportunity, revenue, goodwill or business interruption.
12.4 The exclusions in clause 12.3 do not apply to:
breach of confidentiality;
infringement of third-party Intellectual Property Rights;
breach of data protection obligations.
13. Force Majeure
Neither party shall be liable for delay or failure resulting from events beyond reasonable control, including:
severe weather
government restrictions
industrial action
conflict
pandemics
The affected party shall use reasonable endeavours to mitigate the impact.
Prepaid sums for unperformed Services shall be refunded less non-recoverable Costs.
14. Termination
Either party may terminate the Contract if:
the other commits a material breach and fails to remedy it within 30 days;
the other becomes insolvent.
Upon termination:
accrued fees remain payable;
licences granted for paid Deliverables survive.
15. Assignment and Subcontracting
QFP may subcontract Services but remains responsible for performance.
Client may not assign the Contract without prior written consent (not to be unreasonably withheld).
16. Entire Agreement
This Contract constitutes the entire agreement between the parties.
Variations must be agreed in writing.
17. Governing Law
This Contract is governed by English law and subject to the exclusive jurisdiction of the courts of England, unless otherwise agreed in writing.
