Terms and conditions

GLANTZ PRODUCTIONS - TERMS AND CONDITIONS

BACKGROUND: 
These Terms and Conditions shall apply to the hiring of Harrison Glantz (“the Videographer”) as a freelance videographer by customers wishing to obtain the Videographer’s Services and to acquire Videos for commercial purposes.

1.    Definitions and Interpretation 

1.1    In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“the Agreement”    means the agreement in writing for the provision of the Videographer’s services signed by the Customer and the Videographer which incorporates these Terms and Conditions and the Quotation;

“Business Day”    means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in Bedford.

“Confidential Information”    means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);

“Data Protection Legislation”    means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended;

“Customer”    means the customer who requires the Videographer’s Services subject to these Terms and Conditions;

“Expenses”    means specific costs (not overheads) incurred by the Videographer in direct connection with and attributable solely to the carrying out of the Videographer Services;

“Licence”    means [an][a] [non-]exclusive, perpetual, [non-]transferrable, licence granted by the Videographer to the Customer under Clause 7to use the Selected Videos for commercial purposes within a Project;

“Order”    means the form provided for the Customer to submit their initial request to acquire the Videographer’s Services as set out in Clause 2 of these Terms and Conditions;

“Video”    means any completed videographic item to be provided to the Customer (including any soundtrack forming part of it) in any format on any physical medium/media or any such item which the Videographer sends or makes available to the Customer via the internet or other electronic means;

“Video Shoot”    means all work involved in shooting to provide the material to form the basis of one or more completed Videos, including on and off site preparation beforehand (but not editing or other post-shooting work), and references to the start date of the Video Shoot shall refer to the date on which the Videographer will be shooting or beginning to shoot that material;

“Price”    means the fee payable for the Video Shoot itself which shall not extend to Selected Videos;

“Project”    means a particular use to which the Customer intends put the Selected Videos;

“Rejection Fee”    means a sum agreed and set out in the Quotation which shall be payable by the Customer in the event that the Customer chooses to reject the Videos entirely;

“Royalty Fees”    means the fees payable on a per-Project basis for the Licence to use the Selected Videos;

“Selected Videos”    means the Videos supplied to the Customer after Customer has approved the final versions proposed by the Videographer which shall be licensed under these Terms and Conditions; and

“Videographer’s Services”    means the services provided by the Videographer including carrying out the Video Shoot, and the production, editing and completion of Videos.

1.2    Unless the context otherwise requires, each reference in these Terms and Conditions to:

1.2.1    “writing”, and any cognate expression, includes a reference to any communication effected by electronic transmission or similar means;

1.2.2    a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.2.3    “these Terms and Conditions” is a reference to these Terms and Conditions and each of the Schedules as amended or supplemented at the relevant time;

1.2.4    a Clause or paragraph is a reference to a Clause of these Terms and Conditions.

1.2.5    a "Party" or the "Parties" refer to the parties to these Terms and Conditions.

1.3    The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

1.4    Words imparting the singular number shall include the plural and vice versa.

1.5    References to any gender shall include any other gender.

1.6    References to persons shall include corporations.

2.    Orders

2.1    The Videographer will accept Orders for the Videographer’s Services via telephone and emails.

2.2    When placing an order the Customer shall set out the following information:

2.2.1    Location of shoot

2.2.2    Date of video shoot

2.2.3    Duration of video shoo

2.2.4    Responsibility of Videographer and/or Customer for obtaining clearances except to extent covered by Clause 6.10

2.3    The Videographer shall prepare and submit a Quotation to the Customer either by email or first class post which shall set out the Deposit, the Price and any anticipated Expenses. The Quotation shall not necessarily include all Expenses which may be incurred nor shall it include the Royalty Fees which may be payable for Selected Videos. The Quotation shall confirm which particular information contained in the Order (whether part/s or all) are accepted for the purpose of the Quotation. The quotation will be valuable for 28 days , after which a new one will need to be provided.

2.4    The Customer may accept a Quotation by telephone, email or first class post, and the Videographer will then provide the Customer with the Agreement for signature. The Customer shall be free to submit to the Videographer any changes to anything in the Order and/or Quotation prior to acceptance and if they do so, the Videographer will reissue the Quotation with amendments or advise the Customer that the Videographer is not willing to amend the original Quotation. 

2.5    No Order, Quotation, changes to either/both documents or any acceptance of either/both documents by either Party shall give rise to any binding agreement between the Parties. 

2.6    Once the quotation is accepted the Videographer will provide a written agreement

2.7    A binding agreement will only come into existence and be of legal effect between the Parties for any services to be provided by the Videographer if and when an Agreement as defined above is signed by both Parties.

3.    Price and Payment

3.1    The Price for the Videographer’s Services shall be set out in the Quotation and detailed in the Agreement.

3.2    The Videographer shall invoice the Customer for the Price of the Video Services and all other items set out in the Quotation and the Agreement, including further reasonable Expenses incurred and the total Royalty Fees payable for the Videographer’s Services including supply of the Selected Videos.

3.3    Any and all invoices provided by the Videographer to the Customer under the Agreement must be paid in full within 7days of receipt by the Customer to secure the booking dates agreed.

3.4    Where any sums remain unpaid following the expiry of the time period set out in sub-Clause 4.3 the Licence granted to the Customer under Clause 7 shall be suspended until payment is received in full by the Videographer.

4.    Cancellation and Rescheduling

4.1    Without prejudice to any right to terminate the Agreement pursuant to any other provision of these Terms and Conditions, the Customer may cancel or reschedule the Video Shoot at any time prior to start date of the Video Shoot. The following shall apply to cancellation or rescheduling:

4.1.1    If the Customer cancels the Video Shoot more than 5 days ahead of the start date of the Video Shoot the Videographer shall issue a full refund of all sums paid.

4.1.2    If the Customer reschedules the Video Shoot more than 5 days ahead of the start date the Videographer shall retain all sums paid.

4.1.3    If the Customer cancels the Video Shoot less than 5 days ahead of the start date the Videographer shall retain percentage of sums paid as a booking fee and reimburse the remaining balance

4.2    The Videographer may cancel the Video Shoot at any time prior to the start date and shall refund all sums paid.

4.3    Where a refund is due it shall be paid by bank transfer within 7 Business Days of the event triggering such refund.

5.    Videography

5.1    The Customer shall specify the subject matter of the Video Shoot prior to the date of the Agreement and shall, within a reasonable time prior to the date of the Video Shoot, specify any particular Videos or compositions they require.

5.2    Subject to any specific reasonable requirements set out by the Customer, the Videographer shall use their own exclusive judgement when selecting equipment and deciding upon artistic factors such as composition, lighting and videographic style.

5.3    Subject to the nature of the Video Shoot and the specific reasonable requirements of the Customer the Videographer will shoot as much video material as they deem appropriate with a view to giving the best choice when editing and completing the final Videos to be supplied to the Customer. The amount of video material shot during the Video Shoot shall not affect the Price payable by the Customer.

5.4    Following editing and completion of the Videos the Videographer will make proposed final versions available to the Customer to enable the Customer to either approve them as Selected Videos to be supplied to the Customer or to reasonably request that any final changes be made by the Videographer before they are supplied as Selected Videos to the Customer. 

5.5    The Videographer shall deliver the Selected Videos to the Customer in the format(s) agreed, subject to the terms of the Licence granted in Clause 7.

5.6    The Customer shall have a period of 3 days following the delivery of the proposed final versions of the Videos to be supplied to inform the Videographer of any final changes that the Customer requests. There will be a limit of 2 edits. The Videographer shall undertake any necessary changes which are requested that are reasonably practicable upon receiving the request. 

5.7    Subject to the provisions of sub-Clause 6.6 there shall be no right to reject the Videos on the basis of style or composition unless a Rejection Fee has been stated in the Quotation and included as part of the Agreement.

5.8    The Videographer shall be free to sub-contract any of their obligations under the Agreement provided that any and all sub-contractors are reasonably skilled in the relevant practices and provided that no additional charges are passed on to the Customer.

5.9    [Whilst the Videographer will aim to shoot the best quality of video material possible, the quality achievable may be adversely affected by certain unavoidable factors in particular the type and level of indoor and outdoor lighting (other than the Videographer’s own lighting equipment used).] 

5.10    [It will not be the responsibility of the Videographer to obtain any consents, permissions, licences, clearances or other authorizations necessary where:

5.10.1    any Video or video material shot will or may include any live musical performance or any recorded musical material; or

5.10.2    the same are needed from the venue in order to carry out the Video Shoot.

Accordingly, it shall be the Customer’s responsibility to obtain the same.]

5.11    The Customer must ensure that the Videographer has access to all relevant parts of the venue for the Video Shoot at least  1 hour before the Video Shoot is due to begin]. 

6.    Copyright and Licensing

6.1    The Copyright in in all material shot whether or not it is included in the Videos by the Videographer is, and shall remain, the property of the Videographer.  Subject to a written agreement to the contrary nothing in these Terms and Conditions shall vest any ownership rights in the Customer.

6.2    All Licences granted pursuant to sub-Clause 7.4 shall become effective on the date of delivery of the Selected Videos to the Customer and, subject to the provisions of sub-Clauses 4.5 and 7.9, shall continue from that date for the duration of copyright protection (which shall be the life of the Videographer plus 70 years under Section 12 of the Copyright Designs and Patents Act 1988).

6.3    All Licences shall be granted on a per-Project basis as set out in sub-Clause 

6.4    The Customer shall be permitted to use the Selected Videos in any Project subject to the following limitations:

6.4.1    The Selected Videos may not be used for any purposes which are libellous, defamatory, pornographic, obscene or otherwise unlawful;

6.4.2    The Selected Videos may not be used to form any part of a logo, service mark, trademark or any other form of business or brand identity;

6.4.3    Where the Selected Videos (or part(s)) are to be available for viewing on a website of any kind the Customer must take reasonable steps to limit the ease of copying and downloading the same.  

6.5    The Licences shall apply only to the Selected Videos and Projects and shall not extend to any other video (or stills) material provided by the Videographer to the Customer or to any other Projects.

6.6    The Customer may not sub-licence the Selected Videos without the prior written permission of the Videographer.

6.7    The Videographer reserves the right to use the Videos in any advertising or promotional material provided such material is only related to the Videographer or his services.

6.8    The Licences granted to the Customer shall be automatically revoked if the Customer breaches any of their terms.

6.9    Raw footage is not part of this package. The Videographer may release raw footage for its original intention (e.g. promoting the business on social media) but is at his discretion and would only occur after full payment of the original video.  There will be a fee for raw footage. Should the customer choose this option; by signing this agreement they agree to the Videographer remaining the owner of the footage (6.1) and is licensing the Customer to use the raw footage to create further videos / clips for the original purpose of this agreement.  The Videographer will provide quotations for raw packages upon request. Paragraph 7.5 would apply to the raw footage.

7.    Insurance, Liability and Indemnity

7.1    The Videographer shall have in place public liability insurance with a limit of indemnity of £1,000,000.

7.2    The Videographer shall have in place professional indemnity insurance with a limit of indemnity of £250 000

7.3    Whilst the Videographer shall use all reasonable endeavours to ensure that all Videos delivered in a digital format are free from viruses and errors, the Videographer provides no guarantee that the Videos will be free from such defects and accepts no liability for any loss or damage which may result from the same.

7.4    The Videographer shall indemnify and hold harmless the Customer against any costs, liability, damages, loss, claims, threatened claims or proceedings brought by any third party arising out of any failure by the Videographer to obtain any clearances for which he was responsible in respect of third party copyright works, trademarks, designs or other intellectual property provided that:

7.4.1    It is stated in the Quotation that the Videographer shall be responsible for obtaining such clearances.

7.4.2    The Videographer shall be given full control of any proceedings or negotiations in connection with any such claim or threatened claim;

7.4.3    The Customer shall [at their own cost] give the Videographer all reasonable assistance for the purpose of any such proceedings or negotiations.

7.4.4    Except pursuant to a final award, the Customer shall not pay or accept any such claim or threatened claim, or compromise any such proceedings or negotiations, without the consent of the Videographer, such consent not to be unreasonably withheld;

7.4.5    The Customer shall do nothing which would or might vitiate any policy of insurance or insurance cover which they may have in relation to any such claim or threatened claim, and the indemnity provided by the Videographer under this sub-Clause 8.4 shall not apply to the extent that the Customer recovers any sums under any such policy or cover (which the Customer shall use its best endeavours to do);

7.4.6    The Videographer shall be entitled to, and the Customer shall accordingly account to the Videographer for, all damages and costs (if any) awarded against any other party or agreed by the Customer (which agreement shall not be unreasonably withheld) to be paid by any other party in respect of any such claim or threatened claim; and

7.4.7    The Videographer shall be entitled to require the Customer to take such steps as the Videographer may reasonably require to mitigate or reduce any loss of the Customer.

7.5    (Except in respect of death or personal injury caused by the Videographer’s negligence, and except in respect of fraud or fraudulent misrepresentation, the Videographer shall not be liable in contract or tort (including negligence) or otherwise for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims arising from any act or default of the Videographer in connection with the performance of the Videographer’s obligations arising under the Agreement or the use by the Customer of any Videos or services provided to them by the Videographer.)

8.    Confidentiality

8.1    Each Party undertakes that, except as provided by sub-Clause 9.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of the Agreement and after its termination:

8.1.1    keep confidential all Confidential Information.

8.1.2    not disclose any Confidential Information to any other party;

8.1.3    not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;

8.1.4    not make any copies of, record in any way or part with possession of any Confidential Information; and

8.1.5    ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 9.1.1 to 9.1.4 above.

8.2    Either Party may:

8.2.1    disclose any Confidential Information to:

8.2.1.1    any sub-contractor or supplier of that Party;

8.2.1.2    any governmental or other authority or regulatory body; or

8.2.1.3    any employee or officer of that Party or of any of the aforementioned persons, parties or bodies.to such extent only as is necessary for the purposes contemplated by the Agreement (including, but not limited to, the provision of the Services), or as required by law. In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 9.2.1.2 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of this Clause 9, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

8.2.2    use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information which is not public knowledge.

8.3    The provisions of this Clause 9 shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.

9.    Force Majeure

9.1    The Videographer shall not be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond their reasonable control (“Force Majeure”). Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other similar or dissimilar event that is beyond the control of the Videographer.

9.2    In the event that as a result of Force Majeure the Videographer cannot perform their obligations under the Agreement for a continuous period of  24 hours either Party may at their discretion terminate the Agreement by written notice at the end of that period. In the event of such termination, the Videographer shall be entitled to retain from the Price received or still due from the Customer such costs, expenses and disbursements which the Videographer has incurred or for which they are liable to any third parties in connection with the provision of the Videographer’s services [and such contribution to the Videographer overhead as shall be reasonable] and shall return any balance to the Customer. The Videographer may, but shall not be obliged to, take such steps as they shall in their discretion consider reasonable to recover any such costs and expenses from the relevant third parties and shall, subject to deduction of costs incurred in connection therewith, reimburse any sums so recovered to the Customer.

9.3    The Videographer shall advise the Customer in writing as soon as possible if and when any such Force Majeure event occurs and at the same time provide an estimate to the Customer of how long the event is likely to continue and its likely impact on the performance of the Videographer’s obligations.

10.    Term and Termination

10.1    The Agreement shall come into force on the date it is signed by both Parties and the Deposit has been paid and shall continue from that date, subject to the provisions of this Clause 11 and Clauses 5 and 10.

10.2    In the event of cancellation under Clause 5 the Agreement shall immediately terminate.

10.3    Either Party may immediately terminate the Agreement by giving written notice to the other Party if:

10.3.1    any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within  7 days  Business Days of the due date for payment;

10.3.2    the other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 7 days  Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;

10.3.3    an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;

10.3.4    the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

10.3.5    the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement);

10.3.6    anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;

10.3.7    that other Party ceases, or threatens to cease, to carry on business; or

10.3.8    control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement. For the purposes of this Clause 11, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.

10.4    For the purposes of sub-Clause

10.5    Where the Customer is the Party which terminates the Agreement under sub-Clause 11.3, the Videographer shall refund to the Customer the Deposit and other amounts received by the Videographer from the Customer, and the Customer shall not be liable for any other amount(s) payable under the Agreement.

10.6    The rights to terminate the Agreement given by this Clause 11 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

11.    Effects of Termination

Upon the termination of the Agreement for any reason:
11.1    any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable;

11.2    all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain In full force and effect;

11.3    termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Agreement which existed at or before the date of termination; and

11.4    subject as provided in this Clause 12 or under any other provision of these Terms and Conditions, and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and

11.5    each Party shall (except to the extent referred to in Clause 9) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.

12.    Data Protection

12.1    For complete details of the Videographer’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Customer’s rights and how to exercise them, and personal data sharing (where applicable), please refer to the Videographer’s Privacy Notice [available from the website.

13.    Data Processing

13.1    In this Clause 14 and in the Agreement, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in the Data Protection Legislation.

13.2    [All personal data to be processed by the Videographer on behalf of the Customer, subject to these Terms and Conditions and/or the Agreement, shall be processed in accordance with the terms of a Data Processing Agreement into which the Parties shall enter before any personal data is processed.]
OR

13.3   [Both Parties shall comply with all applicable data protection requirements set out in the Data Protection Legislation. Neither this Clause 14 nor the Agreement shall relieve either Party of any obligations set out in the Data Protection Legislation and shall not remove or replace any of those obligations.

13.4    For the purposes of the Data Protection Legislation and for this Clause 14 and the Agreement, the Videographer is the “Data Processor” and the Customer is the “Data Controller”.

13.5   The type(s) of personal data, the scope, nature and purpose of the processing, and the duration of the processing shall be set out in a Schedule to the Agreement.

13.6   The Data Controller shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Data Processor for the purposes described in [these Terms and Conditions] AND/OR [the Agreement] [and the Schedule to the Agreement].

13.7    The Data Processor shall, with respect to any personal data processed by it in relation to its performance of any of its obligations under [these Terms and Conditions] AND/OR [the Agreement]:

13.7.1    Process the personal data only on the written instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by law. The Data Processor shall promptly notify the Data Controller of such processing unless prohibited from doing so by law.

13.7.2    Ensure that it has in place suitable technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage or destruction. Such measures shall be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures. Measures to be taken shall be agreed between the Data Controller and the Data Processor and set out in the Schedule to the Agreement.

13.7.3    Ensure that any and all staff with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential; and

13.7.4    Not transfer any personal data outside of the European Economic Area without the prior written consent of the Data Controller and only if the following conditions are satisfied:

13.7.4.1    The Data Controller and/or the Data Processor has/have provided suitable safeguards for the transfer of personal data;]

13.7.4.2    Affected data subjects have enforceable rights and effective legal remedies;

13.7.4.3    The Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and

13.7.4.4    The Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data.

13.6.5    Assist the Data Controller at the Data Controller’s cost, in responding to any and all requests from data subjects in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner’s Office);

13.6.6    Notify the Data Controller without undue delay of a personal data breach;

13.6.7    On the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of the Agreement unless it is required to retain any of the personal data by law; and

13.6.8    Maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with [this Clause 14] AND/OR [the Agreement] and to allow for audits by the Data Controller and/or any party designated by the Data Controller.

13.7    [The Data Processor shall not sub-contract any of its obligations with respect to the processing of personal data under [this Clause 14] AND/OR [the Agreement].]
OR

13.7    [The Data Processor shall not sub-contract any of its obligations to a sub-processor with respect to the processing of personal data under [this Clause 14] AND/OR [the Agreement] without the prior written consent of the Data Controller (such consent not to be unreasonably withheld). In the event that the Data Processor appoints a sub-processor, the Data Processor shall:

13.7.1    Enter into a written agreement with the sub-processor, which shall impose upon the sub-processor the same obligations as are imposed upon the Data Processor by this [Clause 14] AND/OR [the Agreement] and which shall permit both the Data Processor and the Data Controller to enforce those obligations; and

13.7.2    Ensure that the sub-processor complies fully with its obligations under that agreement and the Data Protection Legislation.]

13.8    Either Party may, at any time, and on at least 30 days notice, alter the data protection provisions of the Agreement, replacing them with any applicable data processing clauses or similar terms that form part of an applicable certification scheme. Such terms shall apply when replaced by attachment to the Agreement.]

14.    No Waiver

No failure or delay by either Party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

15.    Further Assurance
Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Agreement into full force and effect.

16.    Costs
Subject to any provisions to the contrary each Party to the Agreement shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of the Agreement.

17.    Set-Off
Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the Agreement or any other agreement at any time.

18.    Assignment and Sub-Contracting
18.1    [Subject to sub-Clause 19.2] The Agreement is personal to the Parties.  Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld.
18.2    [[Subject to the provisions of Clause 14, the] OR [The] Videographer shall be entitled to perform any of the obligations undertaken by him through any other member of his group or through suitably qualified and skilled sub-contractors.  Any act or omission of such other member or sub-contractor shall, for the purposes of the Agreement, be deemed to be an act or omission of the Videographer.]

19.    Time

[The Parties agree that all times and dates referred to in the Agreement shall be of the essence of the Agreement.]
OR
[The Parties agree that the times and dates referred to in the Agreement are for guidance only and are not of the essence of the Agreement and may be varied by mutual agreement between the Parties.]

20.    Relationship of the Parties

Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.

21.    Non-Solicitation

21.1    Neither Party shall, for the term of the Agreement and for a period of 3 months after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by the other Party at any time in relation to the Agreement [without the express written consent of that Party].

21.2    Neither Party shall, for the term of the Agreement and for a period of 3 months after its termination or expiry, solicit or entice away from the other Party any customer or client where any such solicitation or enticement would cause damage to the business of that Party [without the express written consent of that Party].

22.    Third Party Rights

No part of the Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.

23.    Notices

23.1    All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
23.2    Notices shall be deemed to have been duly given:
23.2.1    when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
23.2.2    when sent, if transmitted by e-mail and a successful return receipt is generated; or
23.2.3    on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid.
In each case notices shall be addressed to the most recent postal or e-mail address notified to the other Party.

24.    Entire Agreement

24.1    [[Subject to the provisions of Clause 14, the] OR [The] Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
24.2    Each Party acknowledges that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

25.    Counterparts

The Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.

26.    Severance

In the event that one or more of the provisions of the Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement. The remainder of the Agreement shall be valid and enforceable.

27.    Dispute Resolution

27.1    The Parties shall attempt to resolve any dispute arising out of or relating to the Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.
27.2    [If negotiations under sub-Clause 28.1 do not resolve the matter within 7 days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure.]
27.3    [If the ADR procedure under sub-Clause 28.2 does not resolve the matter within  7 days of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.
27.4    The seat of the arbitration under sub-Clause 28.3 shall be England and Wales.  The arbitration shall be governed by the Arbitration Act 1996 and Rules for Arbitration as agreed between the Parties. In the event that the Parties are unable to agree on the arbitrator(s) or the Rules for Arbitration, either Party may, upon giving written notice to the other Party, apply to the President or Deputy President for the time being of the Chartered Institute of Arbitrators for the appointment of an arbitrator or arbitrators and for any decision on rules that may be required.]
27.5    Nothing in this Clause 28 shall prohibit either Party or its affiliates from applying to a court for interim injunctive relief.
27.6    The decision and outcome of the final method of dispute resolution under this Clause 28 shall [not] be final and binding on both Parties.

28.    Law and Jurisdiction

28.1    These Terms and Conditions and the Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
28.2    Subject to the provisions of Clause 28, any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or the Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.