Terms & Conditions 1.Invoicing and Payment 1.1 For all accounts, 40% of the invoice as a deposit must be paid after terms and contract are agreed and at least 14 days prior to commencement of work. The remaining 60% shall be payable upon completion and receipt of invoice. 1.2.For invoices over £1000 (sterling) MegaPixelMovie.com will issue an invoice for payment, to be paid within 30 days of the date of that invoice. 1.3 For invoices under £1000 (sterling) MegaPixelMovie.com. may require payment upon completion of transfer of goods or services to the purchaser. 1.4 If payment is not received within 30 days of the invoice date, MegaPixelMovie.com. will automatically charge interest at a rate of 8% Per annum, which will be added to the client's account. 1.5 Payment may be by Visa, Switch, Electron cards through our web interface or over the phone, bank transfer, cheque or cash. 1.6 All cheques are to be made payable to MegaPixelMovie.com. 1.7 If the Client shall become bankrupt or under the provisions of Section 123 of the Insolvency Act 1986 shall be deemed to be unable to pay its debts or compounds with its creditors or in the event of a resolution being passed or proceedings commenced for the administration or liquidation of the Client (other than for a voluntary winding up for the purpose of reconstruction or amalgamation) or if a Receiver or Manager or Administrative Receiver is appointed of all or any part of its assets or undertaking, MegaPixelMovie.com shall be entitled to cancel the contract in whole or in part by notice in writing without prejudice to any right or remedy accrued or accruing to MegaPixelMovie.com. 2.Copy Approval 2.1 The client's requirements must be clearly provided to MegaPixelMovie.com. in writing before commencement of work and subject only to minor alterations thereafter. Our understanding of the basic timeline & general project specification discussed is outlined in the bound folder and form part of our quotation. 2.2 Major alterations to a project, not agreed prior to the commencement of work, must be made subject of a further written agreement. 2.3 A video programme or website will only be publicly released by MegaPixelMovie.com once the client approves all content as complete and satisfactory and confirms this in writing. 3.Termination of Service 3.1 A client may terminate the contract at any time by written notice of termination. 3.2 When a client terminates the contract, they will remain liable to pay in full for all work previously undertaken and in progress by MegaPixelMovie.com unless any other written agreement is reached in advance. 3.3 Any monies (excluding the deposit) held on account and unused will be returned subject to a 5% administrative charge. 4.Errors, Omissions, Liability. 4.1 MegaPixelMovie.com. cannot be held liable for loss or damage caused as a result of third party action or failure. 4.3 MegaPixelMovie.com. cannot be held liable to any party for any errors on any medium after the client has agreed in writing that the content is correct and accurate.Any recommendations or suggestions relating to the use of any goods or mediums supplied by MegaPixelMovie.com are given in good faith but it is for the Client to satisfy itself of the suitability of the goods for its own particular purpose. 4.4 The Client shall indemnify MegaPixelMovie.com from and against all actions, claims, costs, charges, expenses and proceedings arising from or incurred by reason of any defamatory or libelous matter or any infringement or alleged infringement of any patent, trademark, copyright, registered design or design copyright or other exclusive right including any moral right claim or any other title of any third party in respect of any work carried out for the Client by MegaPixelMovie.com. 4.5 The Client hereby agrees that without limiting any other provision of these conditions: To the maximum extent permitted by law MegaPixelMovie.com' entire liability for breach of any provisions of the contract, or any terms, warranties or conditions implied in the contract by operation of law, including MegaPixelMovie.com' Limited liability for negligence (except where such negligence results in death or personal injury) are excluded; Under no circumstances shall MegaPixelMovie.com be liable for any consequential loss whatsoever (including damages for loss of business profits, business interruption or other indirect pecuniary loss of any kind); MegaPixelMovie.com' entire liability for any direct loss suffered by the Client, as a result of MegaPixelMovie.com breach of the contract and for which MegaPixelMovie.com shall not withstanding any other provision of the contract be liable, be limited to the amount actually paid by the Client in accordance with the contract. 5.Contracts 5.1 Client contracts may be modified by agreement in writing at any time to add or delete services to better fit the client's needs. 5.2 If a project requires additional content this is, in effect, a contract change. Any amendment made to the original contract, once approved, becomes contractually binding. 5.3 E-mail correspondence shall be sufficient to prove changes to agreements for any form and content of programme. 5.4 MegaPixelMovie.com will not commence work on any project until a signed purchase order, equivalent signed document or booking deposit has been provided by the Client. 5.5 MegaPixelMovie.com shall be entitled to appoint one or more sub-contractors to carry out all or any of its obligations under any contract between MegaPixelMovie.com and the Client. 5.6 If any provision of this contract as applied to either party or to any circumstance shall be adjudged by a court to be void or unenforceable, the same shall in no way affect any other provision of this contract or the validity or enforceability of this contract generally. 5.7 The client shall provide appropriate security arrangements for any filming outside of the United Kingdom for which MegaPixelMovie.com provides crew or equipment and such arrangements shall be notified to MegaPixelMovie.com in writing in advance of travel. 5.8 The contract shall be governed and interpreted exclusively according to the Law of England and shall be subject to the jurisdiction of the English Courts only. 6.Ownership of Content/Copyright 6.1 Commisioning & Reproduction of Pictures from MegaPixelMovie.com 6.1.1 In this section of the Agreement the terms (a) picture includes a photograph, transparency, negative, digital scan, design, artwork, painting, montage drawing, engraving or any other item which may be offered for the purposes of reproduction. (b) reproduction includes any form of publication or copying of the whole or part of any picture and whether or not altered by printing, photography, slide projection (whether or not to an audience) xerography, artist's reference, artist's illustration, layout or presentation, electronic or mechanical reproduction or storage by any other means (c) the Client is the person or organisation to whom the invoice is addressed (whether or not the Client is acting for a third party). 6.1.2 (a) The entire copyright in the pictures is retained by Charles Mansfield-Osborne at all times throughout the world. (b) MegaPixelMovie.com supplies the technical and artistic ability to illustrate an idea photographically, and sells the right to reproduce those pictures in a given context. No property or copyright in any pictures shall pass to the Client whether on its submission or on MegaPixelMovie.com' grant of reproduction rights in respect thereof. (c) Charles Mansfield-Osborne asserts both his moral right to be identified as the author of his work and the right to a credit is asserted in accordance with sections 77 and 78 of Copyright, Designs and Patents Act 1988. (d) Unless otherwise agreed in writing if any picture reproduced by the Client omits the copyright notice or credit line specified by MegaPixelMovie.com any fee payable by the Client shall be subject to an increase specified by MegaPixelMovie.com, and in any event an increase of not less than 25%. 6.1.3 (a) Reproduction rights (if and when granted) are strictly limited to the use and period of time specified on MegaPixelMovie.com' invoice. An agreement must be reached with MegaPixelMovie.com before the pictures are used for a different purpose or after the licence to use has expired. (b) Reproduction rights are not issued exclusively to the Client except when specified on the invoice. (c) Reproduction rights granted are personal to the Client and may not be assigned, nor may any picture submitted to the Client be loaned or transferred to third parties save for the purpose of the exercise by the Client of such reproduction rights (d) Any reproduction rights granted are by way of licence and no partial or other assignment of copyright shall be implied. (e) Where licence for use of pictures has been granted within a video production created by MegaPixelMovie.com such license will allow transfer of full title guarantee all present and future copyright and intellectual property rights for the video produced but all copyrights of original pictures will be retained by Charles Mansfield-Osborne. (f) MegaPixelMovie.com reserves the right to refuse to supply or grant a reproduction licence to a third party when requested to do so by the Client. 6.1.4 The following terms are used when describing the reproduction rights granted by MegaPixelMovie.com (a) Internal Use only: The right to use the pictures only within a company for non-commercial purposes; publication in a free in-house magazine not normally available to the public; exhibition within the Client's premises; editorial use in the Client's intranet site. (b) PR and Press distribution: The right to use the pictures as described in 4(a); plus a licence for third parties to reproduce such pictures in print or electronic media in an editorial context where no fee has been paid to guarantee publication. (c) Specified Use Only: The right to use the pictures once only for the purpose as described on the invoice. (d) Editorial: One reproduction only of pictures supplied within one print edition of the specified title in an editorial context only. 6.1.5 (a) Risk in and responsibility for any original transparencies or prints passes to the Client from the time they are received until their safe return. The Client shall immediately inform MegaPixelMovie.com in writing of any loss or misuse of, or damage to the pictures while in the Client's possession or that of any third party. If a picture is not returned within four weeks of the date for return then MegaPixelMovie.com may in its sole discretion presume it to be lost. (b) The Client shall be liable to pay compensation to MegaPixelMovie.com in respect of each picture lost or damaged. Payment of compensation does not give rise to any rights in any picture. Compensation levels for the pictures are available from MegaPixelMovie.com upon request. These levels are a genuine pre-estimate of the loss which would be suffered if such a picture were to be lost or damaged. the Client is urged to request these figures and to take out insurance cover to cover the total value of the pictures delivered. 6.1.6 (a) Until MegaPixelMovie.com has invoiced the reproduction fee neither party is committed to grant or acquire any reproduction rights in any picture. After a fee has been agreed and an invoice issued there is a firm and binding contract whereby MegaPixelMovie.com is committed to grant reproduction rights and the Client to acquire them. If after such invoicing but before payment the Client requests cancellation of the reproduction rights MegaPixelMovie.com may in its discretion cancel subject to the Client paying a cancellation fee. (b) The Client's right to reproduce a picture arises only when MegaPixelMovie.com' invoice relating to the grant of such right is fully paid (including interest charges levied on late payment of the invoice or invoices). Any reproduction before payment of the invoice constitutes an infringement of rights and a breach of this Agreement entitling MegaPixelMovie.com to rescind the Agreement and rendering the Client liable for the payment of damages. 6.1.7 On the Client's death or bankruptcy or (if the Client is a company) in the event of a Resolution, Petition or Order for winding up being made against it, or if a Receiver is appointed, MegaPixelMovie.com may at any time thereafter inspect any records, accounts and books relating to the reproduction of its pictures to ensure that the pictures are being used only in accordance with the reproduction rights granted to the Client. 6.1.8 (a) MegaPixelMovie.com will edit every take and deliver what it considers to be the best of every situation covered. As a result, contact sheets (or their digital equivalent) will only be supplied to the client in exceptional circumstances. (b) No addition to, deletion from or alteration to or adaptation of a picture may be made without the written permission of MegaPixelMovie.com. (c) Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style, composition or editing. 6.1.9 In the case of printed publications, three copies of the relevant pages containing any picture supplied are to be furnished to MegaPixelMovie.com free of charge within two weeks. In other media, evidence of use must be made available if requested. 6.1.10 (a) While MegaPixelMovie.com takes all reasonable care in the performance of this agreement generally, it shall not be liable for any loss or damage suffered by the Client of by any third party arising from use or reproduction of any picture or its caption. (b) The Client agrees to indemnify MegaPixelMovie.com in respect of any claims or damages or any costs arising in any manner from the reproduction without proper reproduction rights of any picture supplied to the Client by MegaPixelMovie.com. (c) It is the Client who must satisfy himself that all necessary rights, model releases or consents which may be required for reproduction, are obtained and it is acknowledged that MegaPixelMovie.com gives no warranty or undertaking that any such rights, model releases or consents have or will be obtained whether in relation to the use of names, people, trade marks, registered or copyright designs or works of art depicted in any picture. In the event that the picture issued or reproduced by or with the authority of the Client then the Client shall indemnify MegaPixelMovie.com against any loss or damage, proceedings or costs where such rights, releases or consents have not been obtained. 6.2 Commisioning & Reproduction of Video Productions from MegaPixelMovie.com 6.2.1 In consideration of, and subject to, the final payment of full fees due to MegaPixelMovie.com by the client, MegaPixelMovie.com hereby assigns to the Client with full title guarantee all the present and future copyright and other intellectual property rights howsoever arising in the content with exception to photographic content created by MegaPixelMovie.com, as outlined in section 6.1 and clause 6.1.3 (e), or any other material supplied by third parties where permission to use material has been permitted but copyright is retained by that third party. 6.2.2 It is the client's responsibility to ensure that the necessary consents have been obtained for the use of any copyrighted material supplied to MegaPixelMovie.com by the client. The client agrees to take full responsibility for any infringements of licences granted by third parties for the use of copyrighted material & agrees to indemnify MegaPixelMovie.com against the use of such content. The client also agrees to reimburse any expenses incurred by MegaPixelMovie.com should such an infringement occur. 6.2.3 In the case of DVD productions where the client has hired MegaPixelMovie.com to film, edit & produce a DVD of a particular event the copyright of such material will remain the property of MegaPixelMovie.com and be subject to a reproduction charge as contractually agreed with the client. Licenses for the use of third party copyrighted content remain the responsibility of the client as outlined in section 6.2.2. 6.2.4 The client gives MegaPixelMovie.com a perpetual and royalty free license, to use all materials processed and/or produced by MegaPixelMovie.com on the Client's behalf to promote MegaPixelMovie.com Business and in connection with appropriate industry awards. 7.Confidentiality. Any confidential or proprietary information which is acquired by MegaPixelMovie.com. from a client company, person or entity will not be used or disclosed to any person or entity, except when required to do so by law. If required, MegaPixelMovie.com will sign and adhere to the conditions of any Confidentiality Agreement used by the Client. 8.Deadlines & Delivery 8.1 Any contract requiring MegaPixelMovie.com. to work to specific deadlines provided within the written agreement will be deemed to include a proviso that the clients will make themselves reasonably available to communicate with MegaPixelMovie.com., its servants or agents, as necessary. 8.2 MegaPixelMovie.com. office hours are 9.00 am to 5.30 p.m. Monday to Friday unless notified otherwise. 8.3 Any packaging supplied by MegaPixelMovie.com , unless otherwise expressly agreed, is intended to provide adequate protection throughout normal conditions of transport. If the Client (or the intended recipient) fails to take delivery on the agreed delivery date or to collect on the agreed collection date or, if no specific delivery or collection date has been agreed, when the goods are ready for dispatch, MegaPixelMovie.com shall be entitled to store the goods and to charge the Client the reasonable costs of so doing and to tender its account for such charges. Not withstanding MegaPixelMovie.com shall be under no liability in respect of any loss or damage following the dispatch of any goods from MegaPixelMovie.com' premises. 9.Complaints Should the client have cause to make complaint about services or programmes the complaint, if put in writing, will be acknowledge by MegaPixelMovie.com within 14 days and a detailed reply will be issued to the client within a further 28 days thereafter. Terms & Conditions may be subject to change and as such an up to date version will always be available on our website at http://www.MegaPixelMovie.com/T&Cs