These terms and conditions of business apply to the services provided to you by BlackRook Media Limited (“BlackRook”) as set out in the Client Application Form and/or Contract of Services.

1. Definitions

In these terms and conditions, the following terms have the following meanings:

“Affiliate” means in relation to a party, any Subsidiary Undertaking or Parent Undertaking of that Party and all Subsidiary Undertakings of any Parent Undertaking of a party, as is the case from time to time.
“Agreement” means the Client Application Form and/or Contract of Services and these terms and conditions.
“Business Day” means a day upon which banks are generally open for the conduct of business.
“Client Application Form and/or Contract of Services” means the form which you sign when agreeing to participate in the Programme (or video campaign) and which forms part of this Agreement.
“Client Fee” means the amount to be paid by you to BlackRook as set out in the Client Application Form and/or Contract of Services.
“Edit Approval” means approval and/or feedback on an edit cut of the Film which must be given within 3 (three) Business Days of date of receipt of an edit cut for review.
“Event” means an event (where indicated and specified on the Client Application Form and/or Contract of Services) for which BlackRook is providing the Programme (or video campaign).
“Film” means the individual film or films created by BlackRook as set out in the Client Application Form and/or Contract of Services.
“Film Lock Approval” means the approved sign off of the final edit cut of the Film after any Edit Approval feedback on the edit cut has been incorporated where such approved sign off must be given within 3 (three) business days of date of receipt of the final edit cut for review.
“Launch” means an event (on-line or otherwise) (where indicated and specified on the Client Application Form and/or Contract of Services) for which BlackRook is providing the Film as part of a campaign or product launch.
“Montage” means an edited montage which BlackRook may create for the purposes of promoting awareness of the Programme (or video campaign) which may include an excerpt from the Film. The Client Application Form and/or Contract of Services sets out how the Montage will be distributed.
“Parent Undertaking” shall have the meaning given in section 1162 of the Companies Act 2006.
“Producer” means the individual producer appointed by BlackRook to produce the Film.
“Programme (or video campaign)” means a Programme (or video campaign), website or series which includes your Film. The Client Application Form and/or Contract of Services sets out how the Programme (or video campaign) will be distributed.
“Subsidiary Undertaking” shall have the meaning given in section 1162 of the Companies Act 2006.

2. Your Obligations
(a) If you wish to have anyone interviewed for the purposes of a Film or who you wish to act as a spokesperson for you who is not your employee, it is your obligation to ensure that that person has consented to their contribution being filmed, recorded and edited by BlackRook and incorporated within the Film including the Montage and the Programme (or video campaign) and has consented to the exploitation of their contribution in all media in perpetuity throughout the world without further reference to them. BlackRook will provide you with template consent forms and it is your responsibility to return signed copies to BlackRook before the end of the filming day on which the filming of the respective interviewee/spokesperson takes place.

(b) BlackRook will obtain the necessary clearances or permissions for any third-party content BlackRook intends to include in the Film appropriate to the story outline, but it is your responsibility to obtain the relevant written consents for any copyright material you wish to have included in the Film, including existing video footage and any music incorporated therein. You hereby grant BlackRook a non-exclusive perpetual license to use and incorporate into the Film, the Montage and the Programme (or video campaign) such materials owned by or licensed to you which you provide to BlackRook under this Agreement.

(c) It is your responsibility to ensure that any owned content that you provide for the Film does not contain anything which is defamatory or any defamatory statement or innuendo or anything which is unlawful, obscene or offensive or in breach of the rights of any third party.

(d) You will indemnify BlackRook from any loss or damage incurred by BlackRook (and any third party) if you fail to obtain the necessary releases and consents or if the Film fails to comply with the provisions of sub-clause (c).

3. Production of the Film
(a) BlackRook will produce the Film and include the Film in the Programme (or video campaign) (or Montage or as otherwise set out on the Client Application Form and/or Contract of Services).

(b) Once you have signed and returned the Client Application Form and/or Contract of Services. a pre-production meeting will be scheduled to agree in good faith the production workflow timeline for planning, filming editing and delivery of the Film in order to meet any deadlines associated with delivery, the Event or the Launch of the Programme (or video campaign).

(i) Production meeting: You, and/or your representatives, will be required to attend a meeting or telephone conference call with the BlackRook team to discuss logistics, key messages and story content of the Film. The Producer will create and send to you a creative proposal for your Film for approval. You will be required to feedback on this and return it within 3 (three) Business Days, or as per the schedule agreed, and discuss the implications of any changes with the Producer. You will be given an outline production schedule, and we will agree any key deadlines with you in writing.

(ii) Filming Dates: You can decide on your optimum filming date(s) provided such dates fall within the production schedule and any associated key deadlines. Where BlackRook is filming at your location, it is your responsibility to provide access to building/locations on the filming date, at all times subject to the logistical capabilities and time requirements of the filming crew.

(iii) Contributors: It is your responsibility to provide contributors for your film. Unless pre-agreed all interviews will take place in English. For any interviews proposed after the Client Application Form and/or Contract of Services has been signed, in any language other than English, may incur additional fees.

(iv) Editorial control: After the filming day, you have two stages of editorial control: Edit Approval and Film Lock Approval. Your appointed BlackRook Producer will inform you of exact dates and deadlines for feedback and approvals at each stage and these deadlines must be adhered to.

(v) Final deliverables: Unless otherwise agreed, BlackRook will send you a link to a copy of the Film no later than 4 (four) weeks from i) completion of the Film, or ii) conclusion of the Launch or Event, as applicable and whichever is later.

(c) Failure to comply with the timelines set out by the Producer generally will be at your expense. You will reimburse BlackRook for additional costs and expenses that are incurred during the production of the film, by reason of your failure to comply with the timeline or any requirement to alter the story outline of the final edit cut from that approved in accordance with subclause

(d) You are responsible for any and all costs that are incurred by reason of any demands made by you upon BlackRook which exceed the standard production resources. BlackRook will inform you in advance if any request incurs any liability and will provide relevant costings so that it will be your decision as to whether to incur that cost or not.

(e) Production of any Montage will not be subject to the above production process. The selection of the excerpt of the Film to be included in the Montage will be the sole discretion of BlackRook, as well as how such excerpt is incorporated or featured in the Montage.

4. Intellectual Property Rights
(a) Subject to full receipt by BlackRook of the Client Fee, BlackRook hereby assigns to you with the exclusions of 4(b), with full title guarantee the copyright (for the full period such copyright exists and any extensions thereto) and all other intellectual property rights in and to the Film (which shall include all of the unedited video shot by our camera crews in production (also known as ‘the rushes’) thereto to use in all media in perpetuity (the “Client Materials”), save that, in respect of any existing material licensed to BlackRook included therein as part of the Film (the “BlackRook Materials”), BlackRook hereby grants to you a non-exclusive license to distribute the BlackRook Materials as part of the Film to the extent set out in the Client Application Form and/or Contract of Services. Except as expressly provided herein, neither party shall acquire any copyright in, or to, any other intellectual property right of the other party as a result of this Agreement. For the avoidance of doubt, title in and to the Film shall remain with BlackRook until such time as BlackRook has received the Client Fee in full in accordance with clause 5 at which point title shall automatically vest with you.

(b) All intellectual properly (including rushes) obtained during production featuring any person(s) under the age of 18 will remain in the care of and the property of BlackRook. Any intellectual property shared with the client during the project featuring person(s) under the age of 18 may only be used within the context of the “film” and may not be reedited, amended or distributed outside the context of the “film”.

(c) BlackRook agrees it will promptly execute all documents and do all acts at your expense as may, in your reasonable opinion, be necessary to give effect to clause 4(a).

(d) To the extent that any such rights vest in BlackRook, BlackRook hereby irrevocably waives all moral rights under the Copyright, Designs and Patents Act 1988 (and all similar rights in other jurisdictions) which it has or will have in the Film.

(e) Notwithstanding the foregoing: You may use the Client Materials for broadcast, editing as set out in the Client Application Form and/or Contract of Services or any other use as may be required for your own marketing purposes, subject to:

(i) you may not use the Client Materials in such a way that it appears or might appear to a third party that BlackRook or the Producer has endorsed or approved your business; and

(ii) your right to use the Client Materials is subject to any clearance restrictions (if any) as notified to you by BlackRook.

(f) You grant all necessary licenses to permit BlackRook to use, or otherwise distribute, the Film as set out in the Client Application Form and/or Contract of Services and as you may otherwise agree.

(g) BlackRook here requests use of the Client Materials and use of your name and/or logo(s) or trademark(s) in its sales, promotional or marketing materials for a period of 12-months following sign-off/approval of the materials. The Agreement grants this permission, unless otherwise stated by you in writing. Thereafter, a fresh written permission from you will be required for such use beyond the initial 12 months.

(h) All final films will remain under embargo until the official launch of the series, unless otherwise agreed with the association and BlackRook.

5. Payment
(a) The Client Fee will be paid in accordance with the period for payment set out in the Client Application Form and/or Contract of Services or, if there is no period for payment set out in the Client Application Form and/or Contract of Services, within 30 days of the date of BlackRook’s invoice. Any sums payable to BlackRook pursuant to clauses 3(c) and 3(d) shall be paid to BlackRook within 30 days of the date of BlackRook’s invoice.

(b) The Client Fee and any other sums due to BlackRook hereunder are net of value added tax which shall be added thereto at the then prevailing rate subject to receipt of BlackRook’s VAT Invoice.

(c) If you fail to pay the Client Fee or any other monies due to BlackRook hereunder, BlackRook may charge you interest on the overdue amount from the due date up to the date of actual payment (after as well as before judgment) at the maximum rate permitted by law. Such interest shall accrue on a daily basis and be compounded quarterly.

(d) You are not entitled to withhold payment of any amount due to BlackRook by way of setoff or counterclaim or for any other reason whatsoever.

6. Cancellation Fees
(a) Upon signing of the Client Application Form and/or Contract of Services, cancellation fees shall be as follows:

(i) Cancellation of any shoot days, 48 hours prior to the shoot / travel if international, will be charged at 30% of the total project sales.

(ii) Cancellation of the project in its entirety, during pre-production shall be charged at 50% of the total project sales.

(iii) Cancellation of the project in its entirety, after production but prior to post-production commencing will be charged at 65% of the total project sales.

(iv) Cancellation of the project in its entirety, during post-production will be charged at the full project fee.

7. Force Majeure
(a) Force Majeure is the occurrence of an event that is beyond the reasonable control of you or BlackRook including but not limited to pandemics, strikes, lockouts, acts of God but shall not for the avoidance of doubt include the postponement, or reorganization of an Event and/or Launch.

(b) If an event of Force Majeure occurs in relation to either party, that party will inform the other inwriting of the matter(s) constituting the Force Majeure and shall keep the other party fully informed of the continuance and of any change of circumstances whilst such Force Majeure continues. Where an event of Force Majeure has occurred, the parties agree to renegotiate in good faith and extension to the production schedule and the rescheduling of any filming days where necessary.

(c) Neither party will be in breach of this Agreement if an event of Force Majeure occurs and Force Majeure shall not entitle you to terminate this Agreement unless the delay means that it is impossible to produce the Film. In the event that this Agreement is terminated pursuant to this sub-clause (c), you will pay BlackRook all costs and expenses incurred by and/or committed to by BlackRook prior to the date of termination and which BlackRook is unable to avoid without cost to BlackRook.

8. Confidentiality
(a) Each party shall, during the term of this Agreement and thereafter, keep confidential, and shall not use for its own purposes (other than implementation of this Agreement) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any information of a confidential nature (including, without limitation, trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party, unless that information is public knowledge or already known to such party at the time of disclosure, subsequently becomes public knowledge other than by breach of this Agreement, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.

(b) The terms of this Agreement are confidential and may not be disclosed by either party without the prior written consent of the other party. If a party is legally compelled to disclose the other’s Confidential Information, that Party shall: (a) provide prompt notice (if legally permissible) to said other party so that the other party can seek a protective order or other appropriate remedy; and (b) limit any such disclosure to the extent of the legal requirement. Any such disclosed information will remain Confidential Information.

9. Termination
(a) Either party may terminate this Agreement immediately on written notice to the other party if:

(i) the other party commits a material breach of this Agreement which the other party fails to remedy (if remediable) within 30 days after the service on the other party of written notice detailing the breach and requiring the other party to do so; or

(ii) the other party becomes insolvent or unable to pay its debts, enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any substantial part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt.

(b) Upon termination for any reason all rights granted to you under this Agreement shall cease.

(c) Termination of this Agreement for whatever reason shall not affect any provision which is expressly or by implication, intended to survive termination except that termination shall not affect the accrued rights and obligations of the parties at the date of termination.

10. Limitation of Liability
(a) Nothing in this Agreement shall limit or exclude the liability of either party for death or personal injury resulting from negligence, fraud, fraudulent misrepresentation, or in respect of liability arising from a breach of data protection obligations or for any other liability to the extent it cannot be limited by applicable law.

(b) Neither party shall be liable to the other in connection with this Agreement whether in contract, tort (including negligence), under statute or otherwise for any indirect, incidental, punitive, special or consequential damages, or for any loss of data or loss of profits (except with respect to charges), even if such damages or losses could have been foreseen or prevented not including gross negligence or willful misconduct.

(c) Subject to sub-clause (a) above, in the event that either party shall be liable to the other for any reason whatsoever, including without limitation, in contract, in tort (including negligence), under statute or otherwise, including any indemnities, the liability of that party shall be limited to an amount equal to the Client Fee.

11. Anti-Bribery and Corruption
(a) BlackRook warrants and represents to you that:

(i) Neither BlackRook nor any of BlackRook’s personnel has directly or indirectly done or omitted to do in any act which would be or could be construed as an unlawful act under statutory or common law relating to bribery, corruption or fraud in any jurisdiction including the Bribery Act 2010.

(ii) BlackRook maintains adequate procedures to prevent bribery within the meaning of section 7 of the Bribery Act 2010.

(iii) BlackRook follows, adheres to and enforces an anti-bribery and corruption policy designed to ensure compliance with the Bribery Act 2010 and will promptly provide a copy of such policy to you upon request.

(iv) BlackRook will procure that BlackRook personnel will not in relation to its performance under these terms and conditions directly or indirectly do or omit to do any act which would be or could be construed as an unlawful act under statutory or common law relating to bribery, corruption or fraud in any jurisdiction including the Bribery Act 2010.

(v) BlackRook represents and warrants that at the date of these terms and conditions it has not been convicted of any office involving slavery and human trafficking; nor has it been the subject of any investigation, inquiry or enforcement proceedings regarding any offence or alleged offence of or in connection with slavery and human trafficking.

12. Beneficiaries to the Agreement
(a) Except as set out in this Clause 11, a person who is not a party to these terms and conditions has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms and conditions.

13. General
(a) You should send all notices to BlackRook by hand, by recorded delivery post addressed to the Company Directors at Corner House, 1 Castlecroft Gardens, Finchfield, West Midlands. WV3 8LN.

(b) BlackRook shall send all notices to you by hand, by recorded delivery post addressed to you at the address and/or email address set out on the Client Application Form and/or Contract of Services or at such other address and/or email address of which you may notify us from time to time.

(c) Each party shall comply with all applicable data protection legislation, including the provisions of the Data Protection Act 2018 (as amended), when performing its obligations under this Agreement in each case so far as is applicable to such party, and shall ensure that it does not knowingly or negligently do, nor omit to do, anything which causes, or may cause, the other party to be in breach of its obligations under such legislation. In relation to the sharing of any personal information, each party shall i) comply with its obligations under all applicable data protection legislation and ii) acknowledges that it shall be solely responsible for meeting all of its obligations thereunder.

(d) This Agreement shall be personal to the parties and neither party may assign all or any of its rights and/or obligations hereunder, without the prior written consent of the other, not to be unreasonably withheld or delayed.

(e) This Agreement is not intended by the parties to give rise to any right which is enforceable by any third party by virtue of the Contracts (Rights of Third Parties) Act 1999.

(f) This Agreement constitute the entire Agreement between BlackRook and you in relation to its subject matter and supersede all prior agreements, understandings or discussions between the parties.

(g) No amendment to, or waiver of, any provision of this Agreement shall be effective unless inwriting and signed by both parties. Failure by either party to exercise or enforce any right conferred shall not be deemed to be a waiver of any such right nor operate so as to bar that exercise or enforcement thereof or of any other right on any later occasion.

(h) The provisions of these terms of business are severable and distinct from one another. If at any time any of the provisions is or becomes invalid, illegal or unenforceable, the validity, legality or enforceability or the other provisions shall not in any way be affected or impaired.

(i) Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.

(j) This Agreement may be executed by a scanned copy exchanged by email (including without limitation a scanned copy saved electronically in Adobe Portable Document Format (PDF)), and in counterparts, each of which when so executed and delivered shall be deemed an original, but such counterparts together shall constitute one and the same agreement.

(k) These terms of business (including all non-contractual disputes or claims) shall be governed in accordance with the laws of England and Wales and any dispute arising under these terms of business shall be subject to the exclusive jurisdiction of the English Courts and you waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inappropriate forum.

(l) BlackRook Media Limited has entered a partnership with (association) and (Publisher) who reserves the right to refuse to host or promote film/s. This does not affect the rights of completion of film(s) production and applies only to the promotion of the film(s) by (association) and (Publisher).