These Terms and Conditions shall apply to the provision of Services by Five on a Bike to their Client.
In the event of conflict between these Terms and Conditions and any other terms and
conditions of the Client, the former shall prevail unless expressly otherwise agreed by Five on a Bike in writing.
SECTION 1
DEFINITIONS AND INTERPRETATION
In these Terms and Conditions, unless the context otherwise requires, the following
expressions have the following meanings:
1.1 “Client “
Means any individual, firm or corporate body (which expression shall, where the context so admits, include its successors and assigns) who purchases services from Five on a Bike
1.2 “Commencement Date”
Refers to the date on which the Client agrees to hire the services of Five on a Bike
1.3 “Services”
Means the services to be provided by Five on a Bike to the Client.
1.4 “The Company”
Five on a Bike
1.5 “Address” / “Destination to start travel”
Five on a Bike
1, Chequers Parade,
Wycombe Road,
Prestwood,
Great Missenden
HP16 0PN
1.6 “Terms of Payment”
Means the terms of payment of fees as set out in the Terms & Conditions and
Estimate/Proposal/Quotation document.
1.7 “Amendments”
Refers to any additional changes that Five on a Bike have to make to a Client’s project on top of those already agreed upon in the original brief/proposal document. Amendments will always come at an extra cost unless stated and agreed otherwise prior to the project’s Commencement Date.
1.8 “First Draft(s)”
Refers to the first complete video edit of the deliverable(s) outlined in the project agreement. Other drafts may follow after Feedback.
1.9 “Closed Project”
Means the project has been marked as closed, due to the project being completed in line with the brief or outline, or the Client being in breach of the following Terms and Conditions. Once marked as a Closed Project, Five on a Bike is no longer required to provide the Services outlined in the project outline or brief. Any additional Services required after this point may incur additional costs or may be refused by Five on a Bike.
1.10 “Feedback”
Refers to amendment requests made using Five on a Bike’s Vimeo Review system or confirmation in writing that the videos are signed-off and require no further amendments.
1.11 “Engagement Day”
Build days, travel days, recce days, pre-light days, shoot days, strike days and edit days, are all considered as an engagement day.
SECTION 2
THE SERVICES
2.1
With effect from the Commencement Date, Five on a Bike shall provide the Services to the Client as agreed in the project outline, subject to receipt of the payments detailed in the project proposal.
2.2
Five on a Bike shall use all reasonable endeavours to complete its obligations within the agreed timelines. To facilitate this, the Client must provide all the materials and resources needed by Five on a Bike to complete the work according to the deadlines in the project.
2.3
However, should the project scope change and these changes be agreed in writing between Five on a Bike and the Client, a new project outline and quotation will be submitted.
2.4
After the quotation has been agreed, Five on a Bike will begin chargeable work on the project. Cancellation of a project after commencement may incur a fee – please see section 4 below for details.
2.5
Quotations provided by Five on a Bike are only valid for 3 months. After which time, if the first Engagement Day has not taken place, for any reason, Five on a Bike reserves the right to void the quote and re-quote the project.
2.6
Five on a Bike reserves the right to withdraw any product or service at any time. If this is because there have been changes in Five on a Bike’s circumstances that mean they are no longer able to carry out the work, Five on a Bike will offer the Client other suitable products and services, either from Five on a Bike itself or another organisation. If Five on a Bike’s products or services are withdrawn due to the Client being in breach of their obligations set out in this agreement, then Five on a Bike reserves the right to discontinue the project and holds no obligation to provide alternative products and services from other organisations.
2.7
Client Feedback on edits must be received within 1 month of the date Five on a Bike sends the First Draft to the Client. Feedback must be in-line with the original brief of the project which is detailed in the project outline. If there is a legitimate reason that this Feedback will be delayed, Five on a Bike must be informed in writing and given a date when Feedback is expected to be received instead. If no Feedback is received after 1 month of the date Five on a Bike sends the First Draft to the Client, Five on a Bike reserves the right to void any time constraints or deadlines set out in the project outline and will complete any amendments after prioritising all other projects.
2.8
Five on a Bike reserves the right to mark the project as a Closed Project and will reserve the right to discontinue providing any Services 3 months from the date the last edit was sent if the Client fails to provide Feedback in this time. Any further amendments requested by the Client after this time may be subject to an additional fee at the relevant daily rate. Any amendments requested outside of the scope of the project outline will also be subject to an additional fee at the relevant daily rate. This includes, but is not limited to:
- Changes that result from inaccurate or misleading information having been supplied by the Client in preparation of the brief;
- Changes that result from the Client’s failure to obtain consent from any third parties or employees necessary in the delivery of the Service;
- Changes that result from a significant change to the brief out of Five on a Bike’s control;
- Additions to the original brief in the form of extra variations or edits of the originally planned piece such as shorter ‘highlights’ edits or specific web versions that are not agreed at the outset.
SECTION 3
PAYMENT
3.1
For projects valued over £2000, upon completion of the project outline/proposal/estimate document, Five on a Bike will require 50% of the project fee to be paid within 5 working days after the receipt of the invoice. If the invoice is not paid within this time frame, Five on a Bike reserves the right to pause the project until payment is made.
3.2
With the exception of the terms laid out in 3.1, all other payments are to be made within 14 days of the date of the relevant invoice in pounds sterling (GBP) by bank transfer. Payments shall be made in the following agreed stages. Payments in other currencies must be agreed in writing prior to the project.
3.3
Staged payments to be charged to the Client will be detailed in the project
outline/proposal/estimate document, and are accepted by accepting our quotation/proposal and commencing a project.
3.4
Five on a Bike reserves the right to withdraw or suspend any services offered if payment is not received within 60 days of the invoice being sent. A late-payment fee may also incur.
3.5
In the event of the project being delayed due to actions of the Client such that it exceeds its deadline by 2 weeks, then the Client will become liable for full payment of the project value at that time.
3.6
In the event of late payment by the Client, Five on a Bike will suspend all services and not be liable for any inconvenience or loss of business that this may cause the Client.
3.7
Expenses may be requested before project commencement, particularly with international projects.
3.8
All Client details needed to produce an invoice, including but not limited to, the Client’s company address and PO number, must be provided to Five on a Bike within 3 working days following the completion of the project outline/proposal/estimate document.
3.9
Once the shoot day has taken place, Five on a Bike reserves the right to invoice the Client. The invoice must be paid within 14 days of the invoicing date.
SECTION 4
VARIATION, AMENDMENTS AND CANCELLATION
4.1
If the Client wishes to vary any details of the project they must notify Five on a Bike in writing (email is acceptable) as soon as possible. Five on a Bike shall endeavour to make any required changes – any additional costs thereby incurred shall be invoiced separately or invoiced as an addition to the final invoice, whichever is most suitable to Five on a Bike.
4.2
If the Client wishes to cancel a project, the following cancellation policy will be enforced. Notice is calculated based on the date of the first Engagement Day. Build days, travel days, recce days, pre-light days, shoot days, strike days and edit days, are all considered as an engagement day. All seven days of the week count for the notice period. For the purpose of calculating the number of days notice given, the day on which notice is given is included, but the Engagement Day is not. For the purpose of clarity a day is calculated on the standard 24 hour clock.
> 8 or more days prior to the engagement: 50% of the project fee
> 7–2 days prior to the engagement: 75% of the project fee
> On the day prior to or on the day of the engagement: 100% of the project fee
In the event of a cancellation, regardless of the notice period given, any costs incurred by Five on a Bike relating to the project will be chargeable to the Client.
4.3
If the client wishes to rearrange the first Engagement Day instead of cancelling, Five on a Bike will accommodate this with only 50% of the project due. The rearranged date of the first Engagement Day must take place within 60 days of the original Engagement Day. If no date can be arranged within this timeframe the project will default to a cancelled status and will be subject to the terms laid out in section 4.2 of these Terms & Conditions.
4.4
If, due to circumstances beyond Five on a Bike’s control, Five on a Bike has to make any change in the arrangements relating to the provision of the Services, Five on a Bike shall notify the Client as soon as possible.
4.5
Expenses are a guideline quote, and can vary depending on the job. Five on a Bike will always make sure the brief is carried out, and if this affects the quote Five on a Bike will notify the Client. In some cases of being on location or a limited timeframe, Five on a Bike will also fulfil the brief over the budget. Expenses to the value of £250 will not have to be authorised by the Client if Five on a Bike feels it could jeopardise the final product dramatically without the additional expenditure.
4.6
Licensed media that is used on edits, but is then discarded at the Clients request, will require full payment. This includes, but is not limited to, audio, video, photos, templates.
SECTION 5
TERMINATION
Five on a Bike may terminate the agreement immediately if:
5.1
The Client is in breach of any of their obligations outlined in these Terms and Conditions;
5.2
The Client has entered into liquidation (other than for the purposes of a bona fide
amalgamation or reconstruction) whether compulsory or voluntarily or compounds with his creditors generally or has an administrator, administrative receiver or receiver appointed over all or a substantial part of his undertakings or assets;
5.3
The Client has become bankrupt or shall be deemed unable to pay his debts by virtue of Section 123 of the Insolvency Act 1986;
5.4
In the event of termination Five on a Bike shall retain any sums already paid to it by the Client.
SECTION 6
LIABILITY AND INTELLECTUAL PROPERTY
6.1
Five on a Bike takes intellectual property very seriously and will not be held liable for any civil or criminal liability resulting from the unauthorised use of copyrighted material or registered trademarks. All Clients must ensure that any text, stills, graphics, audio and moving image provided for use on their film/website does not infringe any intellectual property rights.
6.2
Five on a Bike shall not be held liable for any damages resulting from loss of profits,
revenue, contracts or any other direct loss resulting from any work provided by the company, as all works are subject to being signed off as satisfactory by the Client. Similarly Five on a Bike shall not be held liable for any damages resulting from delay in service provision.
6.3
Five on a Bike gives the Client all rights to full edited deliverables upon completion. Five on a Bike will hold the rights for all original materials and assets and are permitted to use these in any other Five on a Bike service unless stated in writing.
6.4
Five on a Bike may use all the footage captured as promotional and marketing material for itself unless notified and agreed in writing by both Client and The Company.
6.5
Five on a Bike may add its own accreditation to any work produced on any format unless by prior agreement with the Client.
6.6
The Client shall indemnify Five on a Bike against all damages, costs, claims and expenses suffered by the Client arising from loss or damage to any equipment, by his agents or employees either directly or due to provision of contaminated files.
SECTION 7
FORCE MAJEURE
Neither the Client nor Five on a Bike shall be liable for any failure or delay in performing their obligations under these Terms and Conditions where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, theft, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
SECTION 8
SEVERANCE
The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that those provisions shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.