Spartmedia (us)

Spartmedia Limited a company incorporated in England under number 07544775 and whose registered office is at 67 Westbury Road, Dover, Kent, CT17 9QJ ("Spartmedia")

The Client (you)

This is any organisation/company/sole trader/partnership/individual/charity or other recognised entity wishing to receive services, consultancy and products (physical or digital) from Spartmedia Limited. The specifics of such services shall be referred to as "an Agreement"

Wheras:

(A) The Client has identified a need for expert help and assistance in the performance and completion of the Services.

(B) Spartmedia has the required level of expertise and has agreed to provide the required assistance on the terms of this Agreement.

It is hereby agreed that:

1. Except in respect of death or personal injury caused by the Spartmedia's negligence, or as expressly agreed in writing between the parties, Spartmedia shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, other than under the express terms of this document, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Spartmedia, its servants or agents or otherwise) which arises out of or in connection with the provision of the Service or its use by the Client.
2. Except in respect of death or personal injury caused by Spartmedia's negligence, or as expressly agreed in writing between the parties, the entire liability of Spartmedia under or in connection with this Agreement or the Services shall not exceed the amount of Spartmedia's total anticipated charges for providing the Services as detailed in this proposal.
3. Except in respect of death or personal injury caused by Spartmedia's negligence, where the provider stores information and data or provides services on any hardware, the provider shall not be liable for any loss of earnings arising from loss of data or unavailability of service caused by a failure of one or more parts of the hardware and or software infrastructure.
4. The parties to this proposal are independent businesses and nothing in this proposal or by virtue of performing it shall be taken as creating a relationship of agent to principal, employer to employee, partnership or joint venture between Spartmedia and/or any of its personnel and the Client. Neither party shall be entitled to enter into agreements or other arrangements on behalf of the other.
5. The Provider shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Spartmedias obligations in relation to the Service, if the delay or failure was due to any cause beyond Spartmedia's reasonable control.
6. These terms represent the agreement between the parties and supersede any previous representations or agreements whether recorded in writing or otherwise.
7. Both parties must agree that these terms are fair and reasonable in all the circumstances before commencing service.
8. It is agreed that this Agreement will be governed and construed according to the laws of England and Wales and the parties submit to the non-exclusive jurisdiction of the English Courts.
9. Spartmedia reserve the right to amend and update these terms and conditions. The new versions will be published alongside the old versions on the website www.spartmedia.co.uk.

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Invoicing & Payment

1. All prices are quoted in GB Sterling and are excluding VAT which is added at the full rate specified by the HMR&C (UK Government). Spartmedia is a newly registered company and does NOT charge VAT at this time.
2. The Client agrees to pay Spartmedia's invoices in full within 30 days of issue of an invoice, assuming there is no bona fide commercial dispute. If there is such a dispute then that part of the total invoice that is not subject to dispute must be paid by the Client within 30 days and both sides must act in good faith to resolve the dispute expeditiously.
3. Payment in full means that the full amount of outstanding monies has been transferred to Spartmedias bank account (as defined in the specific invoice) and is cleared for withdrawal.
4. At least 6 working days are needed for cheques to be processed and cleared once received at Spartmedia's payment office (as indicated on the invoice). It is the responsibility of the Client to ensure the cheque arrives at Spartmedia's payment office in due time.
5. In the case where there is no bona fide commercial dispute, Spartmedia is entitled to charge interest to the Client on any outstanding amounts at the rate specified in section 4.5 as determined under the Late Payment of Commercial Debts (Interest Act 1998). Such interest will begin to accrue from 30 days after the date specified for payment under this Agreement and will continue to accrue until judgment or sooner payment. There will be a single administration fee for late payment of £25.00 (excl. VAT).
6. The rate of interest is the official dealing rate of the Bank of England (the base rate) +5%, using the appropriate "reference rate" as set by the Bank of England.
7. In the event that there is a delay in finishing an agreed scope of work, and such delay is caused by the Client, for example failing to provide information or required input, then ,provided there is no bona fide commercial dispute, Spartmedia shall be at liberty to raise an invoice for the percentage of work that has been completed. Once the delayed work is complete then the outstanding balance will be invoiced.
8. Invoices will be raised electronically in the form of an email which alerts the Client of the presence of an invoice on our online invoicing system. It is the responsibility of the Client to process received emails. The Client can log in to the online system at any time and review previous and pending invoices. The system will track the date and user details when the invoice has been first viewed. It is the responsibility of the Client to monitor their email account(s) that receive the invoice emails and to inform Spartmedia immediately if this account(s) needs to be updated.
9. Spartmedia will track the date and identity of the individaul logging into the Online invoicing system to view the invoices for the purpose of auditing. This information is kept confidential.

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Product Content

Liability

1. Spartmedia shall not be liable for slander, treason, copyright infringement, legal claims, prosecution or any other legal action based on any content (images, script, music, video, audio and the like) provided by the Client and used on any Client production.
2. The Client assumes all liability for prosecution based on materials they provide for the project.
3. Spartmedia assumes that the Client has in place the necessary rights to use any material which they provide to Spartmedia for inclusion in any production.
4. In such an instance where a third party is in dispute with the Client over any content in an Client's production, we, Spartmedia, shall comply with any legal rulings or requirements and remove the offending content from online services which we are responsible for once we are formally notified.
5. If any third party has any dispute then they must contact the Client directly. We, Spartmedia, shall not act as a representative of the Client.

Intellectual Property (Who Owns What?)

1. All content provided by the Client remains the Intellectual Property of the Client.
2. The Intellectual Property consisting of the graphics, logos, music, dialogue, images and the like which are provided by Spartmedia to identify themselves in the production credits remains the sole property of Spartmedia.
3. Client Commissioned Footage:
1. Commissioned footage is any filming done directly for the purpose of making a product for the paying Client.
2. Commissioned footage does not include any footage that Spartmedia produce for their own needs, which is not part of the Client brief, for example, behind the scenes, testimonials, stock library substrate.
3. Intellectual Property of all commissioned footage for a Client transfers to the Client after completion and full payment of the project, provided there is no bona fide dispute.
4. After completion of a project the Client can request digital copies of the raw footage (see Digital Presentation Policy below).

Loss of Data

The process of producing a product is dependent on technical equipment, which by it's very nature is prone to failure. Spartmedia regularly checks, tests and cleans it's equipment. And does everything professionally to mitigate against loss.

1. Spartmedia are not liable for any losses caused by sudden partial or total failure of any capture (eg. camera) or storage device (eg. Hard drive/tape etc.) during any stage of Product development.
2. Spartmedia are not liable for any losses caused by failure of any archived data.
3. Spartmedia are not liable for any losses caused by loss of or damage to hardware or infrastructure caused by theft, flood, natural disaster, act of god, virus, espionage, fire, EMP, solar flare or such like. While we do everything we can sometimes bad luck happens!

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Digital Preservation Policy

When we film a project we end up with a lot of digital files which requires storage. Here we outline our policy on handling this data.

1. Once a project has completed we shall, at our discretion, destroy all digital files associated with the project.
2. We do not share our data archives with any third parties.
3. We shall notify the client before we destroy the data and give them the following options:
1. Destroy.(Default choice if client does not respond) Take no action and the data is destroyed
2. Hand over. Where the Client owns the Intellectual Property on the footage. The raw footage is handed to the Client via a suitable physical media (tape, hard drive, data device, DVD, CD etc). The client will pay the costs of the data media, postage and the time, charged hourly to produce the package. A quote can be provided prior to hand over. Hand over occurs once the costs are paid in full.
3. Archive. Spartmedia will for a one off fee archive the data onto hard drive. The fee will cover the cost of the hard drives and the time taken to do the work. We shall then store the archive for 3 years. After 3 years we shall review the archive and contact the client. A small fee will be charged for future storage in three year increments.
4. Spartmedia will make every effort to select storage media which are future proof however we can't guarantee against software and hardware obsolescence.
1. In the event that the digital data format or storage media becomes obsolete then the client will be given the option to either:
1. Retire the archive.
2. Pay for migration to a new archive mechanism if migration is possible.

To learn more about digital preservation have a look at DPC Online

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Time Based Contracts

Time based work is defined as delivering a specific service at a specific location for example: "filming or editing" where the costs are proportional to the time spent delivering the service.

1. Once Time Based Work begins the Client agrees to pay in full without exception for the service delivered.
2. A "working day" is taken to mean 8.5 hours between approximately 08:30 and 18:00 allowing for breaks.
3. "Out of hours" work is taken to mean any work carried out from 18:00 to 08:30; weekends and bank holidays
4. Bookings:
1. A non-refundable deposit of approximately 40% of the estimated final amount will be raised and must be paid in full to secure the booking.
5. Cancellation of Bookings:
1. The client may reschedule a booking once a deposit has been paid, provided they give more than 48 hours notice.
2. The Client may cancel their booking at any time by contacting Spartmedia at least 24 hours before the scheduled work.
3. If canceled within less than 24 hours then Spartmedia will be at liberty to charge for the full amount of time or the first full day of the scheduled work, whichever is the smaller.
4. If the Client cancels a booking once the work has begun, then Spartmedia are at liberty to charge for the full booking.
5. In the unlikely event that Spartmedia need to cancel a booking prior to the work being done:
1. The Client will be provided an alternative choice of booking dates
   OR
2. The Client shall receive their full deposit back.

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Fixed Price Contracts

Fixed price work is defined as delivering a pre-defined scope of work for a fixed price.

1. The scope of the work must be defined and agreed by both parties before work commences.
2. If, once scope has been agreed, the Client makes any changes which would increase the amount of work Spartmedia has to do to deliver the previously agreed scope;
   OR
   it becomes clear once work has begun that additional work to cover unknown or undisclosed aspects of the project is required. THEN:
1. Spartmedia can charge an additional fee, proportional to the existing quote, to cover the additional work. This fee must be agreed by mutual consent with both parties before any remedial work is began.
2. If the remedial fee is not agreed then Spartmedia can terminate the agreement and hand over all production work done up to that point once the outstanding balance for the percentage of work completed has been paid in full by the Client.
3. Spartmedia must inform the Client immediately if they believe a remedial fee will be required.
3. To secure a booking and prior to any work being carried out a non-refundable deposit of 40% of the total price must be paid in full.
4. If the project is divided into multiple deliverables (for example: Planning, Production, Post Production, Colour Grading) THEN:
1. Work on each subsequent phase is only started once the previous phase has been paid in full.
2. After each phase both parties have the right to renegotiate the costs and delivery schedule of future phases if, the delivery of the current phase brings to light any factors that alter the assumed amount or complexity of work needed to deliver future phases.
5. Cancellation of Bookings:
1. The client may reschedule a booking once a deposit has been paid, provided they give more than 48 hours notice.
2. The Client may cancel their booking at any time by contacting Spartmedia at least 24 hours before the scheduled work.
3. If canceled within less than 24 hours then Spartmedia will be at liberty to charge for the full amount.
4. If the Client cancels a booking once the work has begun, then Spartmedia are at liberty to charge for the full booking.
5. In the unlikely event that Spartmedia need to cancel a booking prior to the work being done:
1. The Client will be provided an alternative choice of booking dates
   OR
2. The Client shall receive their full deposit back.
6. Where there is a delivery schedule in place, Spartmedia shall not be responsible for any delays in delivery caused by a failure of the Client to provide any required materials, content, information, system access or such as needed to carry out the work.
7. Where a delivery schedule has been set Spartmedia must make every professionally reasonable effort to meet this schedule. If there is a reason why the expected schedule can not be met then Spartmedia must inform the Client immediately.
8. Where a delivery schedule has been set, the Client understands that, by the very nature of the work undertaken, this schedule is an estimate and not a guarantee.
9. The Client, understanding that the schedule is an estimate waives any claim to loss of earnings caused by a delay in the delivery schedule.

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Expenses Policy

When filming and in post production there are a number of expenses that are naturally incurred. These may include, tapes, batteries, consumables, equipment hire, studio hire, catering, travel etc. Before any project we will discuss these with the Client. This section outlines our policy on expenses.

1. Spartmedia will confirm all expenses with the client, prior to incurring the expense with the exception of small expenses such as batteries and consumables.
2. The Client agrees to pay all expenses in full at the end of the project (phase).
3. Where the expenses are considerable (>£20), for example equipment hire or studio hire, then Spartmedia will require payment of the expenses in advance of the event.
4. Any expenses to third parties which the Client pays for in advance and which are not used (paid to third party) will be returned to the Client.
5. All expenses incurred will have appropriate receipts, copies of which shall be made available to the Client on request.
6. In the unlikely case of bona fide dispute over expenses, all expenses not under dispute will still be due at the end of the project (phase).

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Film Format Policy

Spartmedia are a UK based company and we have filmed in many locations throughout the world including Peru, France, Italy, Poland, Germany, Switzerland, Wales, England, Scotland... We use UK format PAL equipment. Across the world there are a number of different formats for broadcast. Most notably PAL and NTSC (for the USA). Footage shot on PAL does not easily translate into NTSC and visa versa. This is because they have different frame rates and different aspect ratios. When producing DVD products this becomes relevant. It is not an issue for digital media such as YouTube. (PAL: 25fps 576 lines. NTSC: 30fps 525 lines.)

1. Our equipment is predominantly PAL format and unless expressly stated otherwise, we shall film assuming PAL DVD format.
2. We do not shoot in native NTSC format as this would require different equipment. Though we will hire this equipment if needed.
3. It is possible to produce professional NTSC DVDs from PAL sources but it requires specialist involvement.
4. The industry standard and broadcast approved way of doing PAL to NTSC or NTSC to PAL conversions is to use "Alchemist Standards Converter" which is a hardware based conversion machine. This has been the standard for over a decade. If the conversion is not done properly then you will experience one or more of the following:
1. Pitch changes in the sound (depending on how the frame rate is changed).
2. Hue shifts in the colours.
3. Jumpy or worse images.
4. Distorted pictures (squashed or stretched).
5. General quality degradation caused by sampling artefacts.
5. We use a professional third party company based in London to do our NTSC format conversions, and we handle the DVD authoring to NTSC format in-house. The charge is a flat rate of £270 per DVD disc which includes the conversion, rendering for DVD and NTSC DVD authoring.

The terms and conditions on this page are our "default" terms and conditions. We may prior to agreeing a contract and in discussion with the Client alter the specifics of the terms and conditions. In which case you will be given a revised schedule and conditions which will take precedence over those published here.