The term “Deliverables” refers collectively to Services and Products. LackToast Ent. will provide video production services to the Client. The specific nature of the services that LackToast Ent. will provide will be as agreed in writing by LackToast Ent. and the Client and contained in a written estimate with an outline of approach, pricing, and schedule of work.
LackToast Ent. warrants that any services that it provides as part of the deliverables will be provided with a reasonable level of care and skill, using appropriately skilled personnel.
The Client shall make an employee available to meet with LackToast Ent. when LackToast Ent. reasonably requires for the purposes of discussing the status of the Deliverables.
These Terms and any written Production Schedule outline the agreement between LackToast Ent. and the Client in relation to the supply by LackToast Ent. of Deliverables. They supersede any document that the Client may issue (such as a purchase order), and all prior agreements, negotiations, communications, and representations by the parties.
2. QUOTES | ESTIMATES
If the Client requests it, LackToast Ent. may issue an estimate in respect of any Deliverable proposed to be provided under these Terms. The estimate remains open for acceptance for up to 21 days from the date of issue. LackToast Ent. may withdraw an estimate at any time. The Client can accept an estimate by signing a copy of it and sending to LackToast Ent., or by e-mail.
If the Client accepts LackToast Ent.’s estimate, LackToast Ent. will issue a Production Schedule setting out the following details:
A. the nature of the Deliverables to be provided pursuant to the Production Schedule;
B. any specifications for the Deliverables;
C. a production plan or script outline for the preparation of the Deliverables;
D. the fee payable to LackToast Ent. for the Deliverables and the payment schedule for the Deliverables;
E. the deposit amount to be paid in advance on account of the Deliverables which is 50% upon agreement to proceed and 50% upon delivery of the final project.
Once the Client accepts the Production Schedule and pays the specified 50% payment referred to in paragraph E. LackToast Ent. will begin providing the Deliverables in accordance with the Production Schedule. The Client can accept a Production Schedule by signing a copy of it and sending it to LackToast Ent., or by e-mail. To the extent of an inconsistency between these Terms and a Production Schedule, the Production Schedule prevails.
Any estimate that LackToast Ent. gives is based on the information that was provided to LackToast Ent. at the time of estimate.
If that information is later found to be inaccurate or there is a change to the nature or scope of the Deliverables or if circumstances change, LackToast Ent. may charge an additional amount calculated on a time and materials basis at LackToast Ent.’s standard scale of charges.
3. PRODUCTION RATES, EXPENSES & INVOICING
Unless the price for the Deliverables is stated in a Production Schedule to be fixed, LackToast Ent. is entitled to charge the Client for Deliverables on a time and materials basis at LackToast Ent.’s standard scale of charges from time to time. The Client will also pay LackToast Ent. any licensing or other fees that LackToast Ent. is required to pay to obtain or maintain a license for the Client for any music or other creative artistic work together with LackToast Ent.’s own charge that it levies for handling and/or obtaining any relevant sub-licenses.
If LackToast Ent. is required to attend the Client’s or any other premises for any reason pursuant to these Terms, the Client will reimburse LackToast Ent. for reasonable transport and/or accommodation expenses incurred by LackToast Ent. in doing so. All travel and accommodation will be charged at cost. However, this does not include transport expenses within thirty (30) miles of Los Angeles, CA. The Client will also indemnify LackToast Ent. and keep it indemnified for all expenses LackToast Ent. may incur on the Client’s behalf or in carrying out its obligations under these Terms.
The client will indemnify us for all expenses we incur on your behalf or in carrying out our obligations under these Terms (including freight, handling, insurance, prints, materials, proofs and media and any contracts that we enter into as your agent)
LackToast Ent.’s invoices are payable within fourteen (14) days of the invoice date.
Payment is to be made by cash, check, credit/debit card or ACH wire to an account nominated in writing by LackToast Ent. (and must confirm to LackToast Ent. in writing when it has done so). If the Client does not pay an invoice by that time, then without prejudice to LackToast Ent.’s rights: (a) interest is also payable on the outstanding amount and (b) by written notice to the Client, LackToast Ent. can suspend or terminate any licence granted to the Client to use the Deliverable in respect of which payment is outstanding, and may recover or remove from the Facilities any Deliverables for which payment has not been made. Clients with a retainer contract may experience suspended services until payment balance is made current.
Upon payment in full for the Deliverables, LackToast Ent. grants the Client a non-exclusive and non-transferable perpetual licence to use the Intellectual Property for the Client’s own business purposes However, the Client must not copy or use any of the Intellectual Property for any other purposes, or permit any act to be done, that infringes LackToast Ent.’s (or its licensors’) intellectual property rights including music.
The Client must ensure that the written details for any Deliverable (whether in the Production Schedule, script or call sheet) meets with the Client’s requirements prior to the work commencing under this document.
4. ACCEPTANCE AND CHANGES
Changes to the Project shall only be permitted to the extent that such changes are consistent with the scope of work. Beyond completion of the final master, we will allow minor revisions. By this it is meant that any change or alteration to the final Master that we deem will take less than two work hours will not be charged. Request for changes must be made in writing within ten (10) days of delivery of the final Master.
Changes or revisions to the project that result in additional work being carried out will be chargeable at the relevant daily rate; this shall include the following:
(a) Changes that result from inaccurate or misleading information having been supplied by Client or not corrected in any written details;
(b) Changes that result from your failure to obtain consent from any third parties or employees necessary in the delivery of the Service;
(c) Changes that result from a significant change in scope of work;
(d) Additions to the original scope of work in the form of extra variations or edits of the originally planned piece that are not agreed at the outset.
5. INTELLECTUAL PROPERTY
The Raw Footage, video files, audio files and edited video files including all copyright remain the property of LackToast Ent. until full payment is made for the Services. Where Services remain unpaid or in the event that a final agreed payment is not made, LackToast Ent. reserves the right to withhold all recordings and finished works and use all or portions of the recordings and finished works for display, promotional or commercial Purposes.
Copyright in all video, images, audio, lyrics or musical composition included or recorded in the edited video or recorded by equipment used by LackToast Ent. will remain the property of the author or legal entity owning the copyright.
LackToast Ent. reserves the right to retain ownership of any recorded material of an anomalous nature once discovered in post-production. The copyright of such recordings will belong to LackToast Ent. LackToast Ent. has the right to use edited or unedited video files produced pursuant to these Terms and Conditions for promotional or commercial purposes, unless an alternative arrangement is made between LackToast Ent. and the Customer. The copyright of such segments will belong exclusively to LackToast Ent.
Raw Footage, video files, audio files and edited video files will be retained for up to sixty (60) days only and will then be disposed of, deleted or erased. If at the end of sixty (60) days Services have not been paid for, LackToast Ent. reserves the right to dispose of all Raw Footage, video files, audio files, edited video files, recorded materials and finished works.
The Customer may purchase Raw Footage in a viewable format for an additional fee of $200.00. If the Customer requires any Raw Footage to be provided by way of a separate hard disk, then Customer must pay LackToast Ent. an additional fee of $250.00.
Each party acknowledges the confidentiality of the other party’s confidential information. Neither party will gain a right or interest in the other party’s confidential information, other than for the purposes contemplated by these Terms. Each party must keep all of the other party’s confidential information confidential, and only use it for the purposes of fulfilling its obligations under these Terms. However this obligation will not apply to information which: (a) was in the public domain when it was provided to a party, or later enters the public domain, through no fault of the party; or (b) the party is obliged by law to disclose, provided that it has first advised the other party of this obligation.
7. TERM AND TERMINATION
Either party may terminate the agreement under a Production Schedule or these Terms generally, if the other party:
(a) breaches a material obligation under these Terms and does not remedy that breach within fourteen (14) days of a written notice of that breach from the other party; or
(b) is or is deemed to be insolvent, or ceases to conduct it business in the ordinary way (except if it has assigned its rights and obligations under these Terms in accordance with these Terms prior to that occurring), or an administrator, receiver, receiver and manager, official manager, liquidator, provisional liquidator, or similar is appointed in respect of the other party or any of its assets.
On termination of an agreement under a Production Schedule or these Terms, LackToast Ent. is entitled to invoice the Client for all Deliverables provided or in the process of being delivered but not yet invoiced, including Products ordered for the Client but not yet delivered and invoiced (unless the Products can be returned to their supplier for a refund without cost or penalty). If any amount payable under these Terms remains unpaid thirty (30) days after termination then, without prejudice to LackToast Ent.’s other rights, all licenses granted to the Client for which payment has not been received shall automatically terminate, and LackToast Ent. may retake possession of any unpaid products.
The Client’s obligations including any obligations to indemnify Intellectual Property and each party’s obligations under Confidentiality and this clause survive the termination of any agreement under these Terms for any reason.
8. GENERAL PROVISIONS
These Terms are governed by and will be interpreted according to the laws of the state of California.
If any provision of these Terms proves to be illegal or unenforceable for any reason, that provision is deemed omitted without affecting the remaining provisions and the remaining provisions of these Terms shall continue in full force and effect.
Any notice required or contemplated by these Terms is deemed to have been properly given to a party if it is in writing, properly addressed and delivered personally, or mailed postage prepared addressed or by facsimile to the party at its addresses set out in these Terms, or such other address nominated by a party in writing.
The Client may not assign any of its rights or obligations under these Terms without LackToast Ent.’s prior written consent. LackToast Ent. may arrange for subcontractors to perform any of its obligations under these Terms or a Production Schedule.
LackToast Ent.’s failure, delay or neglect to enforce a term of these Terms is not to be taken as a waiver of that term or LackToast Ent.’s rights, or a consent to, a waiver of, or any excuse for any different, continuing, or subsequent breach.
These Terms may only be amended or varied by written agreement of the parties.