1Definitions and interpretation

1.1In the Contract the following words have these meanings unless the context requires otherwise:

Background IPR

any IPR that exists before the date of the Contract or is developed independently of it. For the Supplier this includes its show files, Pixera and real-time engine projects, keying and colour presets, calibration, lens and tracking data formats and tools, scripts, templates, reusable assets, workflows, technical specifications, signal-flow diagrams and know-how.

Cancellation Charges

the charges set out in Schedule 2.

Client

the person, firm or company named as the client in the Order Confirmation, usually the production company or production vehicle making the Production. An agency that orders on behalf of a client contracts as principal and is liable for payment, whether or not it names its client.

Client Delay

has the meaning given in clause 5.2.

Client Materials

all scripts, schedules, content, environments, plates, data, designs, brand assets, look-up tables, specifications and other material supplied by or on behalf of the Client, including by its visual effects vendors and other contractors.

Client Personnel

the Client's employees, cast, crew, other contractors, visitors and any other person attending the Venue at the Client's invitation.

Commissioned Content

content the Order Confirmation expressly requires the Supplier to create for the Client, such as a virtual environment.

Confidential Information

has the meaning given in clause 14.2.

Contract

these Terms, the Order Confirmation and any Special Conditions.

Contract Period

the period stated in the Order Confirmation, including prep, lens calibration, pre-light, Shoot Days and de-rig.

Contract Price

the price for the Deliverables stated in the Order Confirmation, as adjusted by any Variation.

Data Deliverables

the camera-tracking data, lens metadata, take logs and other data the Order Confirmation requires the Supplier to deliver to the Client.

Data Protection Legislation

the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and, where it applies, the EU GDPR, each as amended or replaced from time to time.

Deliverables

the Goods, Equipment, Facilities, Services and Data Deliverables described in the Order Confirmation.

Dry Hire

hire of Equipment without Supplier Personnel to operate it.

Equipment

hardware, software licences, licence dongles, cables, cases and accessories hired or loaned by the Supplier to the Client, whether owned by the Supplier or sub-hired from a third party.

Expenses

the costs described in clause 4.8.

Facilities

studio, workshop, testing or other premises-based facilities the Supplier makes available under the Contract.

Final Pixel

imagery the Order Confirmation expressly identifies as intended to appear in the finished Production without further visual effects work.

Force Majeure Event

has the meaning given in clause 15.1.

Goods

items the Supplier sells to the Client under the Contract.

Handover Point

the point, defined in the Order Confirmation or, failing that, in S1.3, at which the Supplier's output signals pass to the Client.

IPR

copyright and related rights, patents, rights in inventions, trade marks, service marks, trade and domain names, rights in designs, database rights, rights in performances, rights in confidential information and know-how, and all other intellectual property rights anywhere in the world, whether registered or not, including applications, renewals and extensions.

On-set Composite

a real-time composite or preview the Supplier produces during filming so that the director, director of photography and other crew can see an approximation of the final image.

Order Confirmation

the Supplier's written quotation once accepted in writing by the Client (email is enough), or the Client's purchase order once accepted in writing by the Supplier, together with any document either of them expressly refers to, but excluding any terms and conditions of the Client.

Production

the film, programme, series, commercial or other audiovisual work in connection with which the Deliverables are supplied, including all footage shot for it.

Services

the services described in the Order Confirmation.

Shift

a working day of up to 10 hours' work by one person plus a one-hour meal break, measured from the time Supplier Personnel are called to the Venue until the end of de-rig and data offload.

Shoot Day

a day on which filming takes place using the Services.

Special Conditions

amendments or additional terms set out in the Order Confirmation.

Supplier

CFI R&D Limited (company number 11417917), trading as Immersion Science, of 27 John Smeaton Court, Manchester M1 2NR. VAT number 349122700.

Supplier Personnel

the Supplier's employees, freelancers and sub-contractors engaged in the Contract.

Terms

these terms of trade, including the Schedules.

Variation

a change to the Contract agreed under clause 2.7.

Venue

the studio, stage, location or other premises at which the Services are performed or Equipment is used, whether controlled by the Client or by a third party the Client has engaged.

Wet Hire

hire of Equipment operated by Supplier Personnel.

Working Day

Monday to Friday, excluding bank holidays in England.

1.2Headings are for convenience only. Words such as "including" and "in particular" are illustrative and do not limit the words before them. A reference to legislation is to that legislation as amended, extended or re-enacted from time to time. "Writing" includes email.

2Basis of the Contract

2.1The Contract is formed when the Client accepts the Supplier's quotation in writing, or the Supplier accepts the Client's purchase order in writing. The Supplier is not obliged to commit third-party costs or dispatch Equipment until it has received the deposit under clause 4.3(a).

2.2The Contract applies to the exclusion of any other terms the Client seeks to impose or incorporate, including terms on a purchase order, crew deal memo or production booking form, or implied by trade, custom or course of dealing.

2.3Schedule 1 applies where the Order Confirmation includes virtual production, green-screen keying, real-time compositing or camera tracking. If there is a conflict, the following order of precedence applies: the Special Conditions, then the rest of the Order Confirmation, then Schedule 1, then the rest of these Terms, then any specification or other document referred to in the Order Confirmation.

2.4Quotations are valid for 30 days from issue. Prices and availability of sub-hired Equipment are not guaranteed until the Contract is formed and the deposit has been paid.

2.5The Supplier may hold dates provisionally for the Client ("pencil" them). A pencil is not a booking and creates no obligation on either party other than under this clause. If another client asks to book pencilled dates, the Supplier will give the Client 24 hours (or 48 hours where the dates are more than 14 days away) to confirm its booking before releasing the dates. The Supplier may also release a pencil that has not been confirmed by the date it gave the Client when the pencil was placed.

2.6Work the Supplier performed before the Contract was formed, including technical design, recce and testing, is treated as performed under the Contract. If no Contract is formed, the Client will pay for that work at the Supplier's standard rates where the Supplier carried it out at the Client's request and told the Client in advance that it would be chargeable.

2.7Either party may ask for a change to the Deliverables, dates or the Client's dependencies. The Supplier will tell the Client the effect of the change on price, timing and risk. A change becomes a Variation only when both parties have agreed it in writing. Once the Contract is formed, if the Client changes the camera or lens package, the frame rate or shutter, the colour pipeline, the format or delivery date of Client Materials, the format of the Data Deliverables or the shooting schedule, the Supplier may charge for the resulting additional work at the rates in the Order Confirmation while the Variation is being agreed.

2.8Each party will tell the other promptly if it becomes aware of anything likely to delay its performance.

3Publicity, editorial control and credits

3.1Neither party will bring the other into disrepute.

3.2Neither party will use the other's name, logo or trade marks in advertising or promotional material, or in a way that implies endorsement, without the other's prior written consent, except that the Supplier may name the Client and the Production as a credit in its client list once the Production has been publicly announced, and use material as permitted by clause 18.7.

3.3The Client has final editorial control of the Production, including the final cut, and is solely responsible for its content. Nothing in the Contract obliges the Client to use the Supplier's work in the Production, or to complete, release or broadcast the Production.

3.4If the Services are used in principal photography of the Production and the Client gives end credits to comparable facility or technical suppliers, the Client will accord the Supplier a credit in the end credits of the Production, in a form consistent with the Client's credit policy and the requirements of its broadcaster or distributor (for example "Virtual Production by Immersion Science"). A casual or inadvertent failure to give the credit is not a breach, provided the Client takes reasonable steps to correct it in future copies where practicable.

4Contract Price and payment

4.1The Client will pay the Contract Price, any Expenses and the price of any Variation.

4.2All sums are exclusive of VAT, which the Client will pay in addition at the applicable rate on receipt of a valid VAT invoice.

4.3Unless the Order Confirmation says otherwise:

1. (a)a deposit of 50% of the Contract Price is invoiced when the Contract is formed and is payable within 7 days of invoice;
2. (b)the balance of the Contract Price is payable in cleared funds no later than 5 Working Days before the first day of the Contract Period; and
3. (c)Expenses, overtime, Variations and other charges arising during the Contract Period are invoiced after it ends and are payable within 14 days of the invoice date.

4.4If the Supplier has reasonable grounds to doubt that the Client will be able to pay, it will raise its concerns with the Client and may then require payment in advance, or reasonable security, before continuing to perform.

4.5Payment is to be made in pounds sterling by bank transfer to the account shown on the Supplier's invoice. The Supplier will never change its bank details by email alone. Before making its first payment, and before paying into any account that differs from one previously used, the Client will confirm the bank details by telephone with the Supplier on 0330 122 6144 or the number shown on the Supplier's website. A payment made to an account that has not been confirmed in this way does not discharge the Client's obligation unless the Supplier actually receives the funds. Each party will take reasonable steps to keep its email and payment systems secure.

4.6If the Client disputes an invoice in good faith, it will tell the Supplier in writing within 14 days of receipt, giving its reasons, and will pay the undisputed part by the due date. The parties will resolve the dispute under clause 24.11. Subject to this clause 4.6, the Client will pay all sums in full, without set-off, counterclaim, deduction or withholding except as required by law. The Supplier may set off any amount the Client owes it against any amount it owes the Client.

4.7If the Client pays late, the Supplier may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, at the statutory rate (currently 8% a year above the Bank of England base rate), from the due date until payment. If any sum that is not disputed under clause 4.6 is overdue, the Supplier may also, on giving 2 Working Days' written notice, suspend performance, including withholding dispatch of Equipment and release of Data Deliverables, until payment is received. The non-payment is a Client Delay.

4.8Expenses are payable in addition to the Contract Price where the Order Confirmation provides for them or the Client agrees them in advance. They include travel, accommodation, subsistence, carriage, parking, consumables, data storage media and overtime. Expenses are charged at the rates in the Order Confirmation or, where none is stated, at cost plus 10%. Time worked beyond a Shift, and any shortfall in the rest period required by clause 5.4, is charged at the overtime rate in the Order Confirmation or, where none is stated, at one and a half times the hourly equivalent of the day rate. Work on a sixth or seventh consecutive day, on a bank holiday, or mainly between midnight and 6.00 am is charged at one and a half times the day rate unless the Order Confirmation says otherwise. Travel days, and travel beyond 50 miles from Manchester, are charged as set out in the Order Confirmation. An instruction from the Client's producer, line producer or first assistant director to continue working is the Client's agreement to the resulting overtime.

4.9Where the Supplier recovers VAT on expenditure it recharges, it will invoice the net amount and add VAT at the applicable rate.

4.10If the law requires the Client to deduct or withhold tax from a payment, the Client will increase the payment so that the Supplier receives the amount it would have received without the deduction, and will give the Supplier evidence that the deducted amount has been paid to the relevant authority.

4.11On request, the Supplier will give the Client the information it reasonably needs to support a claim for UK creative industry tax relief, such as Audio-Visual Expenditure Credit or Independent Film Tax Credit, including confirmation of where the Services were performed and a cost breakdown identifying UK expenditure and any element the Client may treat as visual effects costs. The Supplier gives no warranty that any expenditure is eligible for relief.

5Client responsibilities

5.1The Client will:

1. (a)co-operate with the Supplier in all matters relating to the Contract;
2. (b)provide the information, Client Materials, decisions and inputs described in the Order Confirmation by the dates stated there, and make sure they are complete and accurate;
3. (c)obtain and maintain the Venue, access, permits, location agreements, licences and consents needed for the Production, including performer and contributor releases;
4. (d)provide a safe and suitable working area, the power supply described in the Order Confirmation, adequate ventilation, secure lockable storage for Equipment and the usual on-set facilities such as catering and welfare on Shoot Days;
5. (e)give the Supplier a call sheet and the relevant schedule for each Shoot Day in good time, and introduce the Supplier to the heads of department it needs to work with;
6. (f)provide the camera, lens, timecode, genlock, lighting and other inputs the Order Confirmation requires, to the stated specification; and
7. (g)follow the Supplier's reasonable instructions on the use and safety of the Equipment.

5.2If the Supplier's performance is prevented or delayed by an act or omission of the Client or Client Personnel, or by Client Materials or inputs that do not meet the agreed specification or arrive late (a "Client Delay"):

1. (a)the Supplier is not liable for any resulting failure or delay, and its time for performance is extended for as long as the Client Delay continues;
2. (b)the Supplier may charge its reasonable additional costs, including standby time at the rates in the Order Confirmation; and
3. (c)the Supplier will use reasonable endeavours to find a workaround and will tell the Client if a workaround is likely to affect the quality of the output.

5.3The Client is responsible for the acts and omissions of Client Personnel as if they were its own.

5.4The Client will schedule Shoot Days so that Supplier Personnel have at least 11 consecutive hours between leaving the Venue at the end of one Shift and being called back to it for the next. Payment for a shortened rest period does not oblige Supplier Personnel to work unsafely or in breach of the Working Time Regulations 1998, and clause 6.3 applies. Where Supplier Personnel finish a Shift too late to travel home safely, the Client will provide or pay for overnight accommodation.

6Access, security and content protection

6.1The Client will arrange access to the Venue at the times the Supplier reasonably needs, including load-in, load-out and parking, and will tell the Supplier in advance about any Venue or production rules. Supplier Personnel will wear any passes issued and follow those rules.

6.2The Client will keep the Venue secure, including at any time when Equipment is at the Venue and Supplier Personnel are not present.

6.3The Supplier may decline to work, or may stop work, where it reasonably considers conditions to be unsafe.

6.4Where either party gives the other remote access to its systems, for example to transfer content or data, the receiving party will use that access only for the Contract, will not try to access any other system or data, and will keep any credentials secure. The Client will not connect Equipment to any network without the Supplier's agreement. The Supplier's render and playback systems will be kept isolated from Venue and public networks except as agreed.

6.5The Supplier will handle unreleased scripts, footage, environments and data securely, will not take photographs or video on set except as the Contract requires or the Client allows, and will not post anything about the Production on social media until the Client has publicly announced it and approved the post.

6.6Where the Client notifies the Supplier in advance of a studio's or distributor's content-security requirements, such as Trusted Partner Network or similar best practice, the Supplier will comply with those requirements it confirms in writing that it can meet. The cost of any formal assessment, audit or additional security measure is payable by the Client. The Supplier will notify the Client within 24 hours of becoming aware of any loss, theft or unauthorised disclosure of the Client's footage, environments or other unreleased material.

7Health and safety

7.1Each party will comply with the health, safety, fire and environmental laws, codes and guidance that apply to its own activities.

7.2The Client, or its production company on its behalf, is responsible for the overall health and safety management of the Production and the Venue, including the production risk assessment, fire safety, stunts and special effects, the safeguarding and licensing of any children, medical cover and co-ordination of all contractors on set.

7.3The Supplier will provide a risk assessment and method statement for its own activities and Equipment on request, attend site inductions and safety briefings, use electrical equipment that has been safety tested, and route and secure its own cable runs.

7.4Rigging, work at height, and any tracking markers or other items fixed to the ceiling, grid or overhead structures are the Client's responsibility unless the Order Confirmation says otherwise, and must be carried out by competent riggers approved by the Venue. Pyrotechnics, special effects, water, haze and smoke are the Client's responsibility and must be agreed with the Supplier in advance because they can affect keying, tracking and Equipment.

7.5Where the Services include imagery displayed on LED screens in view of cast or crew, the Supplier will avoid displaying rapidly flashing or high-contrast patterns where it reasonably can, and the Client will warn cast and crew in advance where such imagery is required.

7.6Either party may stop work immediately in the event of serious and imminent danger, and will tell the other as soon as possible.

7.7The Supplier aims to reduce the energy use and emissions associated with its work, for example by using Equipment it already owns and limiting transport, and will provide the information the Client reasonably needs for its production carbon footprint, such as its albert calculation.

8Hire of Equipment

8.1Equipment remains the property of the Supplier or its sub-hire supplier. The Client does not acquire any title to it and will not sell, sub-hire, lend, charge, modify or remove it from the Venue. The Client will not allow any lien, charge or other security to arise over Equipment, and will tell the Venue operator in writing, if asked, that the Equipment belongs to the Supplier or its sub-hire supplier.

8.2The hire period runs from dispatch of the Equipment from the Supplier, or collection by the Client, until its return to the Supplier. Equipment may be used only at the Venue named in the Order Confirmation, unless the Supplier agrees otherwise.

8.3Under Wet Hire, Supplier Personnel operate the Equipment. Client Personnel must not operate, move, power down, re-patch or reconfigure Equipment without the Supplier's consent.

8.4Under Dry Hire, the Client will make sure the Equipment is operated only by competent persons in line with the manufacturer's instructions. The Client will check the Equipment on receipt and report any defect within 4 hours of delivery; otherwise the Equipment is taken to have been received in good working order.

8.5Risk of loss of or damage to Equipment is allocated as follows, in each case except to the extent the loss or damage is caused by the Supplier's negligence or breach of the Contract, and excluding fair wear and tear:

1. (a)under Dry Hire, the Client bears the risk from delivery (or collection) until the Equipment is returned to the Supplier's custody;
2. (b)under Wet Hire, the Client bears the risk of loss or damage caused by Client Personnel, by conditions at the Venue (including power surges, water, weather on location, falling objects and special effects), by theft from the Venue, and at any time when Equipment is at the Venue but Supplier Personnel are not present; the Supplier bears the risk at all other times.

8.6Where the Client bears the risk under clause 8.5, it will pay:

1. (a)the cost of repair or, where the Equipment is lost or beyond economic repair, its full replacement cost new, including the cost of replacing any software licence or licence dongle;
2. (b)hire charges at the daily rate for the period the Equipment is out of use, up to a maximum of 28 days or until replacement, whichever is sooner; and
3. (c)any loss or damage charge levied by a sub-hire supplier.

8.7The Client will insure the Equipment for its full replacement value for the period it bears the risk under clause 8.5, normally under the hired-in equipment section of its production insurance, will have the Supplier's interest noted on the policy and the insurer's rights of subrogation against the Supplier waived where the insurer allows it, and will provide evidence of cover on request. Where the Order Confirmation offers a damage waiver and the Client pays for it, the Client's liability under clause 8.6(a) and (b) is limited to the excess stated in the Order Confirmation, except for loss or damage caused by wilful misconduct or by the Client's failure to keep the Venue secure under clause 6.2.

8.8The Supplier may source Equipment from third-party hire companies. If a sub-hire supplier fails to deliver, the Supplier will use reasonable endeavours to source equivalent Equipment and will consult the Client before committing to any additional cost.

8.9The Client will give, or procure from the Venue operator, access for the Supplier to remove the Equipment at the end of the Contract Period and to recover any Goods not paid for, and to the extent it controls the Venue grants the Supplier an irrevocable licence to enter it for those purposes. If the Supplier cannot remove the Equipment at the agreed time for a reason within the Client's control, hire charges continue at the daily rate.

8.10If Equipment develops a fault that is not caused by the Client or Client Personnel, the Supplier will repair or replace it as soon as reasonably practicable and the hire charge for that item will be reduced in proportion to the time it is unusable. Subject to clause 12.1, this is the Client's sole remedy for faulty Equipment.

9Sale of Goods

9.1Delivery dates for Goods are estimates unless the Order Confirmation states that a date is fixed.

9.2Risk in Goods passes to the Client on delivery.

9.3Title to Goods passes to the Client only when the Supplier has received payment in full for them. Until then the Client will hold the Goods as the Supplier's bailee, keep them separately identifiable, and allow the Supplier to recover them.

9.4The Client will inspect Goods on delivery and tell the Supplier in writing of any non-conformity within 5 Working Days. The Supplier will, at its option, repair, replace or refund the price of non-conforming Goods. The Supplier will pass on to the Client the benefit of any manufacturer's warranty.

10Virtual production Services

10.1The Supplier will perform the Services with reasonable skill and care, in line with good industry practice for virtual production. It will keep the Client informed of progress and will tell the Client promptly of any risk to the shooting schedule that it becomes aware of.

10.2The Supplier's responsibility for the signal path begins at the Supplier's inputs, where it receives camera, lens, tracking, timecode and reference signals from the Client, and ends at the Handover Point. The Supplier is not responsible for anything before or after those points, including cameras, lenses, lighting, the green screen, camera recording, digital imaging, video assist, editorial, colour grading or visual effects in post-production, except to the extent the Order Confirmation says the Supplier provides genlock, timecode or reference signals.

10.3Unless the Order Confirmation identifies imagery as Final Pixel, every On-set Composite is a preview to guide filming. It is not intended to appear in the finished Production, and the Supplier gives no warranty that it is of finished quality. Final compositing and visual effects are the responsibility of the Client and its visual effects vendors.

10.4Where the Order Confirmation identifies imagery as Final Pixel, it will also set out the delivery specification, and the Client will view and approve the imagery on set before moving on. Imagery approved on set, or not objected to before the set-up is struck, is accepted as to its look. The Client may notify technical faults that could not reasonably be seen on set, such as dropped frames or loss of sync, within 3 Working Days of the Shoot Day, and the Supplier will correct them by re-rendering from its retained data where that is possible. Any other later correction is a Variation.

10.5The quality of a chroma key, composite or in-camera image depends on matters outside the Supplier's control, including the colour and evenness of the green screen and its lighting, camera settings, lenses, shutter, motion, spill, wardrobe and props, the quality of tracking and lens data and the Client Materials. The Supplier will advise on these matters; the Client is responsible for implementing that advice. Anything in the frame that matches the key colour may be keyed out.

10.6The Supplier may, acting reasonably, use contingencies to keep filming on schedule, for example switching a tracked camera to a fixed background, reducing render resolution or bypassing a keyer. Using a contingency for that purpose is not a breach of the Contract. The Supplier will tell the director, director of photography or first assistant director as soon as practicable. A contingency that would reduce the quality of Final Pixel imagery needs the agreement of the director of photography or visual effects supervisor first.

10.7If the Services are not performed in accordance with the Contract, the Client will tell the Supplier promptly, on the Shoot Day wherever possible so that the problem can be corrected. The Supplier will re-perform the Services where practicable. Where the problem cannot be put right on the day, the Supplier will, at its choice, re-perform the affected Services on a later day at no charge for its own time and Equipment, or credit a fair proportion of the Contract Price for the affected Services. Subject to clause 12.1, re-performance or credit under this clause is the Client's sole remedy for a failure of the Services on a Shoot Day.

10.8The Supplier will deliver the Data Deliverables in the format and by the date set out in the Order Confirmation. The Client is responsible for agreeing that format with its visual effects vendors before the first Shoot Day and for checking the Data Deliverables promptly on receipt. The Supplier will keep two checksum-verified copies of the Data Deliverables until the Client confirms receipt, and one copy for 90 days after delivery, after which it may delete them unless the Client has ordered extended archiving. The Supplier's liability for loss or corruption of data is limited to using reasonable endeavours to restore it from its own copy.

10.9The Supplier does not record the Production. Any reference recordings or renders the Supplier makes for quality control or to support the Data Deliverables are made on the Client's instructions and are delivered with, or deleted under the same timetable as, the Data Deliverables, except for material the Supplier keeps under clause 18.7.

11Warranties

11.1Each party warrants that it is validly incorporated, has the power and authority to enter into and perform the Contract, and holds any licence or permit required by law for its performance of the Contract.

11.2The Supplier warrants that:

1. (a)the Services will be performed with reasonable skill and care by suitably experienced personnel;
2. (b)Equipment will be tested and in good working order at dispatch;
3. (c)Goods will conform to their description in the Order Confirmation;
4. (d)it will comply with applicable law in performing the Services;
5. (e)it holds the licences needed to use its own software, including Pixera, in the way the Services require; and
6. (f)any third-party asset it includes in Commissioned Content or Final Pixel imagery is licensed for use in the Production, and it will give the Client a record of those assets and their licences on request.

11.3The Client warrants that:

1. (a)it owns or has licensed all IPR, consents and releases needed for the Client Materials and for the Supplier to use them as the Contract requires, and the Client Materials, including any material generated with AI tools, do not infringe the rights of any third party or break any law;
2. (b)it is responsible for clearing everything that appears in the Production, including artworks, buildings, logos, signage and products shown in virtual environments supplied by or for the Client, and for the Production's compliance with the requirements of its broadcaster or distributor, including any testing for photosensitive epilepsy;
3. (c)it has obtained, or will obtain before filming, all releases needed from cast, contributors and crew, including for the Supplier's use under clause 18.7 where the Client permits it; and
4. (d)the information it gives the Supplier is complete and accurate.

11.4Except as expressly set out in the Contract, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law. This does not exclude the terms implied by section 12 of the Sale of Goods Act 1979 or sections 2 and 7 of the Supply of Goods and Services Act 1982 as to title and quiet possession. For third-party Goods, the Supplier passes on the manufacturer's warranty and gives no wider warranty.

12Liability, indemnities and insurance

12.1Nothing in the Contract limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law. Nothing in this clause 12 limits the Client's obligation to pay the Contract Price, Expenses, Cancellation Charges or sums due under clause 8.6.

12.2Subject to clause 12.1, the Supplier is not liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any of the following, each of which is a separate and severable exclusion:

1. (a)loss of profit, revenue, licence or distribution fees, or sales;
2. (b)loss of a broadcast slot, release date or business opportunity, or any delivery penalty;
3. (c)loss of goodwill or reputation;
4. (d)wasted expenditure, including the cost of cast, crew, the Venue, other contractors, extended schedules or reshoots;
5. (e)loss or corruption of data or footage, except as set out in clause 10.8;
6. (f)except for physical damage to tangible property, liability to broadcasters, distributors, financiers, completion guarantors or other third parties; or
7. (g)any indirect or consequential loss.

12.3Subject to clause 12.1, the Supplier's total aggregate liability arising out of or in connection with the Contract, including credits given under clause 10.7, will not exceed the greater of the Contract Price and £[professional indemnity limit], except that its liability for physical damage to tangible property is limited to £1,000,000 for any one Production.

12.4The Client will indemnify the Supplier against all losses, liabilities, costs and expenses (including reasonable legal costs) arising from:

1. (a)any claim that the Client Materials, or the Supplier's use of them as the Contract permits, infringe any IPR or other right;
2. (b)a breach of clause 11.3;
3. (c)the acts or omissions of Client Personnel, including injury to persons and damage to property at the Venue, except to the extent caused by the Supplier's negligence or breach of the Contract; and
4. (d)a breach by the Client of its obligations as controller under clause 13.

12.5The Supplier will indemnify the Client against any third-party claim that the Supplier's Background IPR, or any asset covered by clause 11.2(f), used as the Contract permits, infringes that third party's IPR anywhere in the world. This indemnity does not cover third-party software or hardware, Client Materials, or any combination or modification not made by the Supplier. The Client will notify the Supplier promptly of any claim, allow it to conduct the defence and make no admission. The Supplier may procure the right to continue use, or modify or replace the item so that it no longer infringes. This indemnity is subject to clause 12.3.

12.6Subject to clause 12.1, neither party is liable to the other for indirect or consequential loss, and the Client's total aggregate liability arising out of or in connection with the Contract will not exceed the Contract Price. This clause 12.6 does not limit the Client's obligations to pay sums due under the Contract, its liability under clauses 8.5 to 8.7, or its liability under clause 12.4.

12.7The Supplier will maintain public liability insurance of at least £5,000,000 for any one occurrence, employer's liability insurance as required by law, and professional indemnity insurance of £[amount], and will provide evidence of cover on request. The Client will maintain production insurance appropriate to the Production, including public liability cover of at least £5,000,000 for any one occurrence, employer's liability insurance as required by law and the cover required by clause 8.7. The Client is responsible for insuring against the losses described in clause 12.2, for example through cast, extra expense, faulty stock and errors and omissions cover.

12.8The Client must notify the Supplier of any claim within 12 months of the last day of the Contract Period, giving reasonable details. The Supplier will have no liability for a claim not notified within that time. This clause does not apply to claims under clause 12.5.

12.9Each party will take reasonable steps to mitigate any loss it suffers.

13Data protection

13.1Terms such as controller, processor, personal data, personal data breach and processing have the meanings given in the Data Protection Legislation.

13.2When the Supplier processes personal data contained in camera feeds, tracking data, Client Materials, call sheets and the Data Deliverables on the Client's behalf ("Contract Personal Data"), the Client is the controller and the Supplier is the processor. Contract Personal Data will typically comprise the images, voices and names of cast, contributors and crew, processed for real-time compositing and preview, the Data Deliverables and the reference material described in clause 10.9, for the Contract Period and the retention periods in clauses 10.8 and 10.9. The Supplier does not expect to process special category data.

13.3The Client will make sure it has a lawful basis and has given any notices and obtained any consents needed for the processing, and that its instructions comply with the Data Protection Legislation.

13.4The Supplier will:

1. (a)process Contract Personal Data only on the Client's documented instructions, which are set out in the Contract, unless the law requires otherwise, in which case it will tell the Client before processing unless the law prevents it; and tell the Client if it believes an instruction breaks the Data Protection Legislation;
2. (b)make sure that everyone authorised to process Contract Personal Data is bound by confidentiality;
3. (c)apply appropriate technical and organisational measures to protect Contract Personal Data;
4. (d)not engage another processor without the Client's authorisation. The Client authorises the sub-processors named in the Order Confirmation; the Supplier will tell the Client of any intended change and the Client may object on reasonable grounds. The Supplier will impose equivalent data protection terms on each sub-processor and remain responsible for it;
5. (e)assist the Client, taking into account the nature of the processing, with data subject requests, security, breach notifications, impact assessments and consultation with the Information Commissioner, at the Client's reasonable cost where the assistance goes beyond what is minor;
6. (f)notify the Client without undue delay, and in any event within 48 hours, after becoming aware of a personal data breach affecting Contract Personal Data;
7. (g)at the Client's choice, delete or return Contract Personal Data at the end of the processing unless the law requires it to be kept;
8. (h)make available the information reasonably needed to demonstrate compliance with this clause and allow audits on reasonable notice, no more than once a year and at the Client's cost; and
9. (i)not transfer Contract Personal Data outside the United Kingdom without the Client's prior written consent and an appropriate transfer mechanism.

13.5Each party is an independent controller of the personal data it processes to administer the Contract, such as contact details of the other party's staff, and of any personal data it uses for its own purposes, including the Supplier's use under clause 18.7. Each will comply with the Data Protection Legislation in doing so.

13.6The Supplier's liability under this clause 13 is subject to clause 12.

14Confidentiality

14.1Each party will keep the other's Confidential Information confidential and use it only for the Contract.

14.2"Confidential Information" means information in any form relating to the business or affairs of a party that is disclosed by or on behalf of that party to the other in connection with the Contract and is marked as confidential or is obviously confidential by its nature. It includes the Client's scripts, storylines, casting, locations, schedules, unreleased footage, environments and plans for release, and the Supplier's pricing, technical designs and system configurations.

14.3Clause 14.1 does not apply to information that:

1. (a)is or becomes public other than through a breach of this clause;
2. (b)the recipient already knew, or obtains from a third party free of any duty of confidence;
3. (c)the recipient develops independently;
4. (d)the recipient must disclose by law, by order of a court or by a regulator, in which case it will give the other party notice where lawful; or
5. (e)the other party has agreed in writing may be disclosed.

14.4A party may disclose Confidential Information to its employees, advisers, insurers, financiers and sub-contractors who need to know it for the Contract, provided they are bound by obligations of confidence at least as strict as this clause. The disclosing party remains responsible for them.

14.5This clause continues for 3 years after the end of the Contract, or until the Production is publicly released if that is later, and indefinitely for trade secrets. On request at the end of the Contract, each party will return or destroy the other's Confidential Information, except copies it must keep by law or that are held in routine backups.

15Force majeure

15.1A "Force Majeure Event" is an event beyond a party's reasonable control, including natural disaster, flood, fire, storm, epidemic, war, terrorism, riot, civil commotion, government action, failure of public power, telecommunications or internet networks, closure of the Venue caused by fire, flood or an order of a public authority, loss or damage in transit by a carrier, failure of a sub-hire supplier for reasons beyond the Supplier's control where no equivalent Equipment can reasonably be sourced, industrial action that does not involve the affected party's own workforce, and illness or injury of a named individual where no suitably qualified replacement is available under clause 21. The following are not Force Majeure Events for the Client: lack of funds or financing; weather, including storms; illness, injury or unavailability of cast or crew; and cancellation or withdrawal by the Venue operator, or failure to secure the Venue.

15.2A party affected by a Force Majeure Event will notify the other within 1 Working Day of becoming aware of it, describing the event and its likely effect. It will not be liable for any resulting delay or failure to perform for as long as the event continues, provided it takes all reasonable steps to mitigate its effect. This clause does not excuse a failure to pay money when due.

15.3If a Force Majeure Event prevents filming on a scheduled Shoot Day, the parties will discuss rescheduling in good faith. If filming is not rescheduled to take place within 90 days of the original Shoot Day, either party may terminate the Contract by written notice. In that case the Cancellation Charges do not apply, and the Client will pay for Services performed, Expenses incurred and third-party costs that the Supplier cannot cancel or recover. The Supplier will refund any amount it has received in excess of those sums within 14 days.

16Cancellation, postponement and termination

16.1In return for the Supplier reserving its personnel and Equipment for the Contract Period, the Client may cancel the Contract, or any part of the Deliverables, by written notice at any time before the end of the Contract Period, on paying the Cancellation Charges set out in Schedule 2.

16.2The Client may move Shoot Days. If the Client gives notice at least 14 days before the first affected day, the new dates fall within 90 days of the original dates and the Supplier is available, no Cancellation Charges are payable; the Client will pay any Expenses and third-party costs that cannot be recovered, and sums paid are carried forward. Any other change of dates is treated as a cancellation of the affected days under clause 16.1 followed by a new booking. Where a Shoot Day is cancelled or moved on the day itself, or after Supplier Personnel have been called, the full charge for that day is payable.

16.3Either party may terminate the Contract immediately by written notice if the other party:

1. (a)commits a material breach that cannot be remedied, or that is not remedied within 14 days of written notice requiring it to be remedied (or within a shorter period that is reasonable where the breach threatens a Shoot Day); or
2. (b)to the extent the law permits termination on this ground, becomes unable to pay its debts as they fall due, enters into any arrangement with its creditors, has a receiver, administrator or liquidator appointed, has a winding-up petition presented or order made against it (other than for a solvent reorganisation), stops or threatens to stop carrying on business, or suffers anything equivalent in any jurisdiction.

16.4The Supplier may terminate the Contract by written notice if the Client fails to pay any sum within 7 days after a written reminder that it is overdue, or if a Client Delay makes performance unsafe or impossible. Suspension for late payment is dealt with in clause 4.7.

16.5Either party may terminate the Contract by written notice if the other is in breach of clause 22.

17Consequences of termination

17.1Termination does not affect rights and remedies that have accrued by the date of termination. Clauses 1, 3.4, 4, 6.5, 8, 9.3, 10.3, 10.8, 10.9, 11.3, 11.4, 12, 13, 14, 15.3, 17, 18, 19, 22, 23 and 24 and Schedule 2 continue to apply after termination, as does any other provision intended by its nature to survive.

17.2If the Supplier terminates under clause 16.3, 16.4 or 16.5, the Client will pay the Cancellation Charges calculated under Schedule 2 as if the Client had cancelled on the date of termination, together with any Expenses not already covered by them.

17.3If the Client terminates under clause 16.3 or 16.5, the Client will pay for Deliverables properly supplied up to the date of termination, and the Supplier will refund any sums paid in advance for Deliverables not supplied.

17.4On termination the Client will return the Equipment and the Supplier's Confidential Information, and will give the Supplier access to the Venue to recover its Equipment. The Supplier will deliver any Data Deliverables for work already paid for, return the Client Materials and deal with Contract Personal Data under clause 13.4(g).

18Intellectual property

18.1Each party's Background IPR remains its own, or that of its licensors.

18.2Client Materials remain the property of the Client or its licensors. The Client grants the Supplier a non-exclusive, royalty-free licence to use, copy and adapt the Client Materials, including by format conversion, scaling, colour management, rendering and compositing, for the purposes of the Contract, including testing and rehearsal.

18.3As between the parties, the Client owns the IPR in the Production. To the extent any IPR in the Production, the On-set Composites or the Data Deliverables (other than Background IPR) vests in the Supplier, the Supplier assigns it to the Client, by way of present assignment of future rights, with effect from its creation, and waives, and will procure that Supplier Personnel waive, their moral rights in the Production to the extent permitted by law.

18.4Unless the Order Confirmation says otherwise, the Supplier assigns the IPR in Commissioned Content (other than Background IPR) to the Client, by way of present assignment of future rights, with effect from its creation. The Supplier is not obliged to deliver Commissioned Content until it has been paid for. The Supplier keeps its Background IPR incorporated in Commissioned Content or appearing in the Production and grants the Client a non-exclusive, perpetual, irrevocable, worldwide, royalty-free licence, transferable and sub-licensable to the Client's successors, financiers, distributors, broadcasters and visual effects and post-production vendors, to use it as part of the Production and to exploit the Production and its trailers, promotion and ancillary material in all media. Third-party assets are licensed on their own terms, recorded under clause 11.2(f).

18.5The Supplier's show files, engine and Pixera project files, keying presets, calibration and tracking tools, system configurations, technical specifications and diagrams are Supplier Background IPR and are not Deliverables unless the Order Confirmation says so. Lens calibration and distortion data and other outputs delivered as Data Deliverables are covered by clause 18.3. The Client may use technical specifications the Supplier provides to plan the Production with its crew and visual effects vendors.

18.6Third-party software used in the Services, including Pixera, real-time engines, keyer firmware and tracking software, is used under licences held by the Supplier or its sub-hire supplier. The Client receives no licence to it, except the right to operate it as part of Dry Hire Equipment on the licensor's terms, and will not copy, decompile or reverse engineer it.

18.7After the Production has been publicly released or broadcast, the Supplier may, with the Client's prior written consent (which will not be unreasonably withheld or delayed), use short excerpts, stills and behind-the-scenes images, together with a description of its work, in its portfolio, showreel, website, case studies and award entries. The Supplier will follow any reasonable conditions the Client sets, including those required by its distributor or by performers' agreements.

18.8Each party will tell the other promptly of any actual or threatened claim that the Deliverables or the Client Materials infringe the rights of a third party.

18.9The Supplier's remedies for any breach by the Client are limited to damages, and it will not seek an injunction or other equitable relief to restrain the production, distribution, exhibition or exploitation of the Production. This does not affect the Supplier's right to recover sums due, to withhold Deliverables under clause 4.7, to recover its Equipment, or to protect its Confidential Information and Background IPR other than by restraining exploitation of the Production.

19AI and digital likeness

19.1The Supplier may use artificial intelligence tools for planning, documentation, scheduling, technical analysis and software development, under the supervision of Supplier Personnel. The Supplier remains responsible for the resulting work.

19.2The Supplier will not enter the Client's Confidential Information, footage or Contract Personal Data into any AI tool that uses inputs to train models made available to others, or that does not protect the confidentiality of inputs under its terms of use.

19.3The Supplier will not use generative AI to create visual or audio content that appears in the Production without the Client's prior written approval.

19.4The Supplier will not use footage, scans, images or recordings of any performer to train an AI model, or to create, alter or reproduce a performer's likeness, voice or performance, except on the Client's written instructions. The Client is responsible for obtaining the performer's informed consent and for complying with any applicable collective agreement, such as the Equity and Pact agreements or, on productions under its jurisdiction, the SAG-AFTRA agreements, before giving such instructions.

20Sub-contracting and assignment

20.1The Supplier may sub-contract any part of its obligations, including to hire companies, freelance engineers and tracking specialists, and remains responsible for the performance of its sub-contractors.

20.2The Supplier may not assign or transfer its rights or obligations under the Contract without the Client's prior written consent, which will not be unreasonably withheld, except that it may assign its right to receive payment.

20.3The Client may, on written notice to the Supplier: (i) charge its rights under the Contract in favour of its financiers by way of security; (ii) assign the Contract to its completion guarantor if the guarantor takes over the Production; and (iii) transfer the Contract to a production vehicle making the Production, which agrees in writing to be bound by it. The Client remains liable for sums due under the Contract unless the transferee has paid the balance of the Contract Price in advance.

20.4The Supplier is responsible for the pay, tax and National Insurance of Supplier Personnel and will indemnify the Client against any liability for them. The Supplier will put in place written terms with its freelancers and sub-contractors that support its obligations on confidentiality, intellectual property, moral rights and AI under the Contract.

21Named individuals

21.1Where the Order Confirmation names individuals to perform the Services, the Supplier will use reasonable endeavours to provide them. If a named individual becomes unavailable for a reason beyond the Supplier's reasonable control, the Supplier will provide a suitably qualified replacement and brief them fully. Providing a suitably qualified replacement is not a breach of the Contract.

22Ethics, conduct and compliance

22.1Each party will comply with the Bribery Act 2010, the Modern Slavery Act 2015, the Criminal Finances Act 2017 and the Equality Act 2010, and will maintain adequate procedures to prevent breaches by those acting on its behalf.

22.2Supplier Personnel will follow the Client's reasonable on-set conduct, anti-bullying and anti-harassment policies notified to the Supplier in advance, and the Supplier supports the standards of the Creative Industries Independent Standards Authority (CIISA). Each party will deal promptly and confidentially with any complaint of bullying or harassment raised by the other party's personnel.

22.3Each party warrants that neither it nor any person owning or controlling it is the subject of sanctions imposed by the United Kingdom, the United Nations, the European Union or the United States, and that it will not cause the other party to deal with any sanctioned person or property.

22.4On request, the Supplier will provide anonymised diversity information about Supplier Personnel where the Client needs it for a broadcaster's or funder's diversity monitoring, subject to the consent of the individuals concerned.

22.5The Supplier is free to provide services to others, including other productions, provided it does not misuse the Client's Confidential Information.

23Engaging Supplier Personnel

23.1During the Contract Period and for 6 months afterwards, the Client will not, for the same Production, engage any individual whom the Supplier has introduced to perform the Services, whether employed or freelance, to perform those Services directly instead of through the Supplier. Nothing in this clause prevents the Client from engaging any individual on a later production.

24General

24.1Notices under the Contract must be in writing and delivered by hand, sent by recorded or first-class post, or sent by email to the address set out in the Order Confirmation. A notice is received on delivery if delivered by hand; on the second Working Day after posting if posted; and at the time of transmission if emailed between 9.00 am and 5.00 pm on a Working Day, otherwise at 9.00 am on the next Working Day, provided no delivery-failure message is received. Email is not valid for the service of legal proceedings.

24.2A failure or delay in exercising a right does not waive it, and a waiver of one breach is not a waiver of any other.

24.3Nothing in the Contract creates a partnership, joint venture or agency between the parties.

24.4A Variation or other amendment to the Contract is effective only if it is in writing, including by email, and agreed by an authorised representative of each party. An email amendment must state that it varies the Contract. Authorised representatives are named in the Order Confirmation. Overtime instructed under clause 4.8 does not need to meet these requirements.

24.5Each party will sign any documents and do anything else reasonably required to give full effect to the Contract, including confirmations of the Client's rights and customary access letters that its financiers, distributors, completion guarantor or errors and omissions insurer reasonably request, provided they do not affect the Supplier's right to be paid.

24.6If any provision, or part of a provision, of the Contract is found to be invalid or unenforceable, that provision or part is treated as deleted and the rest of the Contract continues in force.

24.7The Contract is the entire agreement between the parties about its subject matter. Each party acknowledges that it has not relied on any statement or representation that is not set out in the Contract. Nothing in this clause limits liability for fraud.

24.8No one other than the parties has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

24.9The Contract may be executed in counterparts and signed electronically.

24.10The Supplier may update these Terms from time to time. Updated Terms apply only to Contracts formed after the update.

24.11If a dispute arises, the named contacts will first try to resolve it. If they cannot do so within 5 Working Days, it will be referred to a director or producer of each party, who will meet (in person or online) within a further 10 Working Days. Neither party may begin court proceedings until this process has been followed, except to seek urgent injunctive relief, subject to clause 18.9, or to recover a debt.

24.12The Contract and any dispute or claim, including non-contractual disputes or claims, arising out of or in connection with it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

S1Schedule 1: Virtual production for film and television

Special Conditions · these apply where the Order Confirmation includes virtual production, green-screen keying, real-time compositing or camera tracking, in the order of precedence set out in clause 2.3

What the Order Confirmation will set out

S1.1For each Production the Order Confirmation will set out: the Production and Venue; the Contract Period, including prep, lens calibration, pre-light and Shoot Days; the camera and lens package; the frame rate, shutter and colour pipeline, or the date by which the Client will confirm them; the Deliverables, including Equipment, software and Supplier Personnel; whether any imagery is Final Pixel; the Handover Point; the format and delivery date of the Data Deliverables; any options; the authorised representatives and sub-processors; and the dates for the Client's dependencies if they differ from S1.5.

S1.2Deliverables may include technical design and a written technical specification; a content specification for virtual environments; render and playback systems running software licensed to the Supplier, such as Pixera or a real-time engine; real-time keying and compositing for On-set Composites; camera-tracking systems or the ingest of tracking data from the Client's cameras; lens calibration; signal infrastructure such as routing, reference distribution, frame delays, format conversion and UPS; Data Deliverables; and engineering personnel. Where the Order Confirmation names a model of Equipment, the Supplier may substitute equivalent Equipment.

S1.3Unless the Order Confirmation says otherwise, the Handover Point is the On-set Composite output for each camera at the Supplier's router, presented to the Client's video assist or digital imaging technician. Camera recording, video assist, digital imaging, editorial, colour grading and visual effects are the Client's responsibility.

Not included unless quoted

S1.4Cameras, lenses and camera crew; grip and camera cranes; motion control; the set and set build; the green screen and its lighting; LED volumes; the studio; sound; video assist and digital imaging; creation of virtual environments; final compositing and visual effects; visual effects supervision; editorial and colour grading; long-term data archiving beyond clause 10.8; talkback; power distribution beyond the Supplier's UPS; catering; and health and safety management of the Production.

Client dependencies

S1.5In this paragraph "S" is the first Shoot Day and "WD" means Working Days. Unless the Order Confirmation sets other dates, the Client will:

1. (a)by S–20 WD, confirm the Venue and the shooting schedule, name its producer or line producer, director of photography, first assistant director, digital imaging technician and visual effects supervisor or vendor, and confirm which options it requires, so that sub-hire can be secured;
2. (b)by S–15 WD, supply a floor plan showing the set, camera positions, green screen extent, lighting positions, the Supplier's position and power; confirm the camera and lens package, frame rate, shutter and resolution; confirm that cameras accept genlock and provide timecode and, where tracked, output tracking or lens data in the agreed protocol; and agree with its visual effects vendor the format of the Data Deliverables;
3. (c)by S–10 WD, deliver virtual environments and plates to the Supplier's content specification, approved by the director or production designer, with written confirmation that the Client holds the rights to them, together with the show look-up tables or colour-management settings from its digital imaging technician or colourist. Content that does not meet the content specification, or that cannot be played back in real time at the agreed frame rate during testing, is non-conforming Client Materials. If conforming content has not been received by S–10 WD, the Supplier may use a placeholder or a plain plate, and doing so is not a breach;
4. (d)make the camera and lens package available for lens calibration, and the set for a pre-light or technical day with the green screen installed and lit, on the dates set out in the Order Confirmation;
5. (e)where a ceiling or marker-based tracking system is included, confirm access and the rigging of markers by Venue-approved riggers by S–5 WD;
6. (f)provide the dedicated clean power set out in the Order Confirmation at the Supplier's position, separate from lighting dimmers;
7. (g)make sure that costumes, props, set dressing and signage in shot do not use the key colour or close shades, avoid reflective or key-coloured items in shot, and use haze, smoke or water only after agreeing it with the Supplier; and
8. (h)keep any other capture system, such as a motion-capture, photogrammetry or volumetric array, out of the cameras' sightlines to the green screen, or schedule it separately; make sure its infrared emitters, strobes and sync signals do not interfere with camera tracking or the Supplier's reference signals; and power it separately from the Supplier's position.

Personal data

S1.6Contract Personal Data processed by the Supplier includes that contained in the live camera feeds, the Data Deliverables and the reference material described in clause 10.9. It does not create or process performer scans, biometric data or digital likenesses unless the Order Confirmation expressly includes them, in which case clause 19.4 applies.

S2Schedule 2: Cancellation charges

S2.1If the Client cancels under clause 16.1, it will pay the greater of (a) the percentage of the Contract Price (or of the price of the cancelled Deliverables, for a partial cancellation) shown below, and (b) the total of fees for Services already performed, Expenses incurred and third-party costs the Supplier cannot cancel or recover.

S2.2Sums already paid, including the deposit, are credited against the Cancellation Charges. The Supplier will refund any excess within 14 days of the cancellation.

S2.3The Cancellation Charges reflect the Supplier's commitment of personnel and Equipment, its turning away of other work, and third-party commitments made in reliance on the Contract.

S2.4A change of dates that meets the conditions in clause 16.2 is not a cancellation.