1. Definitions: In these terms and conditions unless the context requires otherwise:
a. Customer means the customer whose details appear in the Quotation and/or the Invoice.
b. Quotation means the proposal in relation to the supply of Goods and Services provided to the Customer by the Supplier outlining the scope of work and an estimate of costs to supply the Goods and Services.
c. Supplier means Tandem Studios.
PRICE AND PAYMENT TERMS
a. All Prices are exclusive of delivery and goods and services tax (GST) or similar tax payable except where a price is expressed to be inclusive of GST. If GST is imposed on any supply under these Terms, the Customer must pay to the Supplier the additional amount equal to the GST in accordance with the relevant valid tax Invoice.
b. The Customer agrees to pay to the Supplier the Price for all Goods and Services supplied under a Contract in the manner and in accordance with the payment terms set out in the relevant Invoice. The Supplier may in its sole discretion determine the payment terms applicable to the Customer.
c. Unless the Invoice stipulates a different time for payment, the Customer agrees to pay the price and any other moneys payable to the Supplier as follows:
i. a deposit of 40% of the price upon the Customer accepting the quotation or placing an order;
ii. a further 40% of the price upon completion of filming in accordance with the Contract; and
iii. the final 20% of the final product, or the delivery date stated on the agreed Production Schedule, whichever date is earliest.
d. Unless specified otherwise in the Quotation, if any Additional Services are supplied to the Customer by the Supplier, the Customer acknowledges and agrees that:
i. the Additional Services are supplied in addition to the scope of works outlined in the Quotation;
ii. The Supplier will communicate, and get agreement, with the Customer if any additional costs are going to occur, before proceeding
e. The Customer acknowledges and agrees that Additional Services which incur Additional Costs may include without limitation any of the following:
i. Music Licensing – charged per song or per video – non-commercial music licensed online;
ii. Actors/Voice Over Artists/Talent –market rates to be determined on a per-video basis;
iii. DVD Authoring –prices determined on a per-video basis in consultation with the Customer;
iv. Additional Hours of Shooting – extra hours can be purchased to facilitate longer shoots at the hourly rate set out in the current rate card;
v. Additional Video Length
vi. Additional Camera Operator – an additional camera operator can be provided for videos deemed to need additional personnel and will be charged on a half-day basis or full-day basis
vii. Courier Fees – should a courier be required for whatever reason, the Customer will be charged at cost accordingly;
viii. Travel Expenses – travel outside a 60km radius from Christchurch, Wellington or Auckland CBD will be charged on a per-kilometer basis in accordance with the amount stipulated by IRD;
ix. The Supplier will archive all material produced by the Supplier for a period of 12 months with fees charged as applicable.
a. If the Customer wishes to vary the nature, scope or quantity of the Goods and Services outlined in the Contract, then such variation must be agreed between the parties by way of a variation to the Contract or by entering into a new contract for the additional goods and/or services requested. The Supplier may in its discretion determine whether to accept any request for variation to the Contract. The Customer must provide to the Supplier sufficient detail of the requested variation to enable the Supplier to provide a revised Quotation. The Customer agrees to pay to the Supplier the revised Price for the varied Goods and Services and/or any Additional Costs associated with the variation. No variations will be effective unless agreed in writing and signed by both parties
b. The Supplier is not liable to the Customer for any delay, default, loss or damage, or the inability to perform any obligation under these Terms as the result of any event beyond the control of the Supplier, including without limitation, strike, trade dispute, any act of God, storm, earthquake, fire, flood, accident, tempest, death, war declared or undeclared, blockade, governmental or quasi-governmental restraint, unavailability of any materials, talent or other goods, services required for the supply of the Goods and Services, loss or destruction of the Goods and Services, delays in shipping or transport, (each a Force Majeure Event).
SAFETY AND SITE PREPARATION
a. It is the Customer’s responsibility to provide a safe site with unimpeded access to the Supplier to perform its obligations in providing the Goods and Services.
b. The Customer must ensure that it has made all preparations to the site that are required by the Supplier in order for the Supplier to commence production or shooting.
a. The Customer and the Supplier undertake that they each have the necessary insurances as required by law or otherwise reasonably necessary to meet claims and liabilities arising under any statute or at common law, including worker’s compensation and public liability insurance in respect of personal injury death or property damage and (where applicable), and professional indemnity insurance in place as at the date of the Contract and for the duration of any production, shooting and period during which the Goods and Services are carried out.
TITLE, RISK AND INTELLECTUAL PROPERTY
a. Upon payment in full of the Price, the supplier hereby assigns the Customer all right, title and interest, other than in respect of any third party rights, in the copyright subsisting in the final signed-off version of the Deliverables.
a. A party (the non-defaulting party) may terminate the Contract by giving the other party notice in writing of such termination if the other party is in breach of a material term of the Contract (the defaulting party) and such breach is not remedied within 14 days’ of a notice of the breach given by the non-defaulting party.
b. In addition to any other termination right under these Terms or at law, the Supplier may without any liability to the Customer, suspend the supply of Goods and Services and/or terminate the Contract in whole or in part with immediate effect by giving written notice to the Customer if:
i. the Customer fails to pay any amounts owing under the Contract by the due date for payment; or
ii. if the Customer is a company, it is unable to pay its debts as and when they fall due or is otherwise insolvent, or if it is a natural person, it is declared bankrupt.
c. In the event that either party terminates the Contract in accordance with clause 1 or the Supplier terminates the Contract in accordance with clause 9.2, the Customer must pay to the Supplier all amounts due and payable under the Contract, including the portion of the Price plus all Additional Costs incurred by the Supplier, for all Goods and Services provided and/or performed by the Supplier as at the date of termination, without prejudice to the Supplier’s other rights and remedies under this Contract and at law.
a. The Supplier may cancel any Contract or cancel performance and/or delivery of Goods and Services, including Deliverables, at any time before the Goods and Services are delivered by giving 7 days’ written notice to the Customer. The Supplier is not liable for any loss or damage arising from such cancellation other than providing a refund to the Customer of the portion of the price paid under the Contract that relates to any Goods and Services that were not performed or provided by the Supplier.
b. If the Customer cancels any part of the Goods and Services under the Contract in circumstances where the Supplier is not in material breach of the Contract, the Customer acknowledges and agrees that:
i. it will not be entitled to a refund in respect of any payments made to the Supplier under these Terms; and
ii. it will pay to the Supplier the price plus any and all additional costs incurred by the Supplier for all Goods and Services provided and/or performed by the Supplier up to the date of cancellation by the Customer; and
iii. if it cancels less than 48 hours before a film shoot is scheduled, it will pay to the Supplier 100% of the Supplier’s costs and all third party costs in respect of the cancelled shoot, including without limitation any late cancellation fees relating to talent, location, operators, equipment and travel.
c. If, as a result of the Customer’s delay, the Supplier is unable to perform its obligations under the Contract or to deliver the Goods and Services within 6 months’ from the date of the Contract, the Supplier may in its sole discretion determine that the Customer has cancelled the Contract in which case clause 8a will apply.
a. If any provision or part of a provision of these Terms is held to be invalid or unenforceable in any jurisdiction, that provision or part of the provision must be read down for the purposes of ensuring it is not invalid or unenforceable. If the provision or part of a provision cannot be interpreted in that way, it will be severed from these Terms to the extent of the invalidity or unenforceability, without affecting the remaining provisions of these Terms which will continue in force, or without affecting the validity or enforceability of that provision or part of a provision in any other jurisdiction