1. DEFINITIONS

In these Terms, the following terms shall have the following meanings:

“Affiliate” means with respect to a party, any person, partnership, joint venture, corporation or other organization, domestic or foreign, including but not limited to subsidiaries that directly or indirectly controls, is controlled by, or is under common control with such party.

“Agreement” means these Terms and any applicable Quote.

“BGPP” means Blazing Griffin Post Production Ltd.

“BGPP Intellectual Property” means all rights, including Intellectual Property Rights, in and to (i) BGPP’s or its Affiliates’ proprietary underlying mechanical or electronic devices, software (in source code and object code), look-up tables, image device transfers, libraries, engines, subroutines, data, files, development tools and utilities (in source code and object code form), processes, know how, research and development, technologies or proprietary materials, generic or stock image elements (moving, still, textures, etc.) not provided by the Customer (including any underlying models, rigging, and animation data) and any sound libraries or assets not provided by Customer, including and all Intellectual Property Rights in the foregoing, which were used to create the Deliverables or developed independently of this Agreement; (ii) any other materials, in whatever form (including documents, information, data and software), which were in existence prior to the parties entering into this Agreement or developed independently of this Agreement; and (iii) any subsequent modification thereto or enhancement thereof.

“Business Day” means a day, other than a Saturday or Sunday, when banks in Glasgow are open for business.

“Charges” means the charges payable by the Customer for the supply of the Services in accordance with clause 3.

“Confidential Information” means such information as BGPP may from time to time provide to Customer (in whatever form including orally, written, in electronic, tape, disk, physical or visual form) relating to this Agreement and the Deliverables, and all know-how, trade secrets, tactical, scientific, statistical, financial, commercial or technical information of any kind disclosed by BGPP to Customer whether in existence prior to the parties entering into this Agreement or which subsequently comes into existence, including any copies, reproductions, duplicates or notes in any form whatsoever.

“Customer” means the person, firm, or other entity who has instructed BGPP to carry out the Services (as defined below).

“Customer Materials” means any goods, products and materials in whatever form such as scripts, storyboards, product props, production notes, digital assets, digital shots, marketing materials, music, talent, creative guidance/supervision (including all Intellectual Property Rights in the same) provided or made available by Customer to BGPP for use in connection with this Agreement, and all related clearances, and including any dailies, master tapes, film negative prints, sound tapes, video tapes or visual images or sound held in any media.

“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

“Deliverables” means the final products and materials specifically ordered by Customer and created, developed and produced by

BGPP for Customer pursuant to this Agreement.

“Domestic Law” means the law of the United Kingdom or a part of the United Kingdom.

“Intellectual Property Rights” means copyright (including rights in computer software), database rights, design rights, moral rights, patents, trademarks, service marks, rights (registered or unregistered) in any designs, applications for any of the foregoing, trade or business names, and topography rights, know-how, secret formulae and processes, lists of suppliers and customers and other proprietary knowledge and information, internet domain names, rights protecting goodwill and reputation, and all intellectual property rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world and all rights under licences and consents in respect of any of the rights and forms of protection mentioned in this definition.

“Leased Equipment” means any equipment provided and charged by BGPP to the Customer as specified in the Quote and/or Order, including computers, tablets, audio visual hardware and peripherals.

“Order” means the Customer’s order for Services as set out in a purchase order form or the Customer’s written acceptance of a Quote (as the case may be).

“Quote” means a quote presented by BGPP in respect of Services to be provided to Customer.

“Services” means the services to be provided by BGPP for Customer pursuant to this Agreement, and includes, without limitation, the Deliverables (as defined above) arising out of the Services and the pre/post-production equipment, personnel, creative and production facilities and services which BGPP is providing to the Customer in accordance with these Terms.

“Specification” means the description or specification of the Services, including the Deliverables, set out in the Quote and/or Order or provided in writing by BGPP to the Customer.

“Terms” means these terms and conditions of business.

“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

“VAT” means value added tax (“VAT”) as provided for in the Value Added Tax Act 1994 and legislation (or purported legislation and whether delegated or otherwise) supplemental thereto, and in any tax similar or equivalent to value added tax imposed by any country other than the United Kingdom and any similar or turnover tax replacing or introduced in addition to any of the same.

Any reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to

Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

A reference to writing or written includes email.

2. FORMATION OF CONTRACT

The Order constitutes an offer by the Customer to purchase Services in accordance with these Terms. Any Quote given by BGPP shall not constitute an offer. The terms of a Quote shall only be valid for a period of 30 days from its date of issue.

Upon requesting Services from BGPP and submitting an Order to BGPP, Customer shall be deemed to have accepted these Terms and these Terms shall become binding as between Customer and BGPP, notwithstanding the absence of any formal

The Services will be carried out in accordance with these Terms to the exclusion of any other terms and conditions Customer seeks to impose whether orally or in writing, or which are implied by law, trade custom, practice or course of dealing, unless agreed otherwise in writing by the

Any samples, drawings, descriptive matter or advertising issued by BGPP, and any descriptions or illustrations contained in the BGPP’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the services described in them. They shall not form part of the Agreement or have any contractual force.

Any variation of these Terms shall only take effect if agreed by BGPP’s Senior Management Team. No other employee, consultant, freelancer or agent of BGPP has the authority to vary these Terms orally or in writing, or to make any statement or representation about the Services offered, their fitness for any purpose or any other matter.

3. PRICES AND TERMS OF PAYMENT

The Charges for the Services shall be calculated on a time and materials basis:

the Charges shall be calculated in accordance with BGPP’s fee rates, as set out in the Quote or Order;

BGPP’s daily fee rates for each individual are calculated on the basis of an eight-hour day from 9.00 am to 6.00 pm (with a one-hour lunch break) worked on Business Days;

BGPP shall be entitled to charge an overtime rate of:

100% of the daily fee rate for any overnight work (for the purposes of this clause 1.3.1 ‘overnight work’ shall mean any time worked by individuals whom BGPP engages on the Services between 10pm to 8am);
50% of the daily fee rate for any weekend work or evening work (for the purposes of this clause 1.3.2 ‘weekend work’ shall mean any time worked by individuals whom BGPP engages on the Services between 9am to 6pm worked on a non-Business Day and ‘evening work’ shall mean from 7pm to 10pm on Business Days)). There shall be a minimum booking duration of 4 hours for weekend work.

BGPP’s fee rates do not include external screening. If the Customer requests an external screening this will be subject to an additional fee to be agreed between the parties.

Subject to clause 4, BGPP will invoice Customer for the Charges in respect of Services calculated in accordance with clause 3.1 and such invoice will be provided at the times set out in the relevant Quote or, if no times are specified, upon completion of the Services. Unless otherwise mutually agreed in writing, BGPP’s quoted prices are for services and materials requiring standard procedures based upon the use of BGPP facilities and personnel during normal working hours.

BGPP shall be entitled to make an adjustment to any quoted prices in the event that additional costs are incurred, or likely to be incurred, by reason of:

the Customer Materials (or any part thereof) being, in the reasonable opinion of BGPP, in any way defective, in an unsuitable format (or a different format to that which BGPP is expecting to receive the same) or of unsuitable quality for normal processing (including when files received are corrupted and require remedial action);

any information supplied by Customer or any third party in connection with this Agreement and the Services being inaccurate or incomplete, or failing to give BGPP a full and accurate indication of the work involved and/or time and resources required;

changes by Customer or any third party in its requirements for the Services or Deliverables;

exceptional circumstances outside the control of BGPP, including currency fluctuations and changes in third party costs;

any overtime or premium time work undertaken at Customer’s request or as otherwise agreed;

any increase in actual, direct, out-of-pocket, costs paid to third parties by BGPP for materials and/or services provided as part of the Services (including changes in the cost of physical media or adjustments to carrier rates);

failure to provide in a timely manner any final instructions or Customer approvals;

any change to a mutually agreed schedule (including any turnover schedule or commencement date);

administrative costs incurred by BGPP with third parties in relation to the Services, including taxis, couriers, printing and phone calls. BGPP shall also be entitled to charge the Customer an additional 15% administrative charge on such costs; or

any refreshments required by the Customer beyond the complimentary refreshments provided on site by BGPP will be charged at cost and BGPP shall also be entitled to charge the Customer an additional 15% administrative charge on such costs.

The Customer shall pay each invoice submitted by BGPP within 14 days of the date of the invoice or in accordance with any credit terms agreed by BGPP and confirmed in writing to the Customer. The parties acknowledge and agree that time for payment shall be of the essence in relation to this Agreement.

BGPP expressly reserves the right, at its sole option, to require payment by instalments during the performance of this Agreement and/or to require payment of all amounts due to BGPP in respect of Deliverables prior to delivery of such

Customer shall pay all amounts owing to BGPP in full and shall not exercise any rights of set off, deduction, withholding or counterclaim against invoices submitted.

Payment of all amounts shall only be made in the currency in which they are invoiced and payment within the agreed time shall be of the essence of the Agreement.

In the event of default in payment by Customer under this Agreement, BGPP shall be entitled to suspend any further performance of the Services without notice in each case pending receipt of such adequate assurance, and to charge interest on any amount outstanding at the rate of four percent (4%) above the base rate of Bank of England (or at 4% a year for any period when that base rate is below 0%), from the due date of payment to the actual date of payment. Customer agrees to pay all reasonable costs and expenses (including legal fees) incurred by BGPP, in connection with the collection of any monies owed by Customer to BGPP. In addition to any other remedies BGPP may have, if Customer is delinquent in the payment of any amounts owed to BGPP for the Services, BGPP will have the right to withhold delivery of the Customer Materials and Deliverables, until such time as all amounts owing to BGPP, and not reasonably and timely disputed by Customer, have been paid in

All sums payable under this Agreement are exclusive of (a) VAT, customs, duties and any other duty or taxes of a similar nature imposed by any UK or foreign governmental authority in respect of any Deliverable or the Services to be furnished by BGPP to Customer, which shall (if and to the extent applicable) be payable by the Customer at the rate and in the manner from time to time prescribed by law and (b) any freight and delivery charges and any other services that are not expressly included in the applicable Quote or

Customer shall pay any withholding tax or other similar taxes applicable for the Services or otherwise required by law to be deducted from any payment by Customer to BGPP pursuant to this Agreement. Should Customer be required to pay any such withholding or make such deduction on account of tax, Customer shall pay such additional amount as will ensure that BGPP receives, free and clear of any tax or other deduction or withholding, the full amount which it would have received had no such withholding or deduction been required. Customer shall indemnify BGPP against all costs, claims, expenses (including reasonable legal expenses) and/or proceedings arising out of or in connection with such Customer and BGPP shall cooperate in good faith to respond to any query from the applicable tax authorities in connection with withholding tax or other similar taxes and shall each make available to the other any information or documents and all relevant approvals or authorisations which the applicable tax authorities may reasonably require.

Any Customer requests for revisions, additions or deletions to the Services or Specification ordered by Customer or changes in the schedule for the Services (collectively, “Modifications”), shall be negotiated in good faith by the parties. If the parties reach an agreement in principle in relation to a Modification (including in relation to the increase or decrease, if any, in the compensation to be paid to BGPP occasioned by such Modifications, any changes to the schedule to complete such Modifications), such Modification will only become effective if the parties record such Modification in writing and signed by their duly authorised representatives.

4. PERFORMANCE AND DELIVERY

Unless otherwise agreed in writing between the parties, all times specified in a Quote or Order for performance of the Services and delivery of the Deliverables are given in good faith but are not guaranteed by BGPP.

BGPP warrants to the Customer that the Services will be provided using reasonable care and skill. All other representations, conditions or warranties , or other terms concerning the Services which might otherwise be implied or incorporated, whether by statute, common law or otherwise are, to the maximum extent permitted by law, excluded, unless expressly accepted by BGPP in writing.

All Services will be delivered, at the BGPP facility furnishing the Services whether accessed on-site or remotely, unless otherwise

To the extent Services include the loan or rental of Leased Equipment: a) the risk of damage, loss, theft or destruction of the Leased Equipment will pass to the Customer on dispatch and will remain with the Customer at all times until such time as the Leased Equipment is collected by BGPP; b) Leased Equipment must be returned in good working condition, subject to normal wear and tear only; c) Customer will not modify or carry out any alteration or repair to the Leased Equipment without having received BGPP’s prior written consent; d) ownership of the Leased Equipment will at all times remain with BGPP; and e) Customer will have no right, title or interest in or to the Leased Equipment (save the right to possession and use as contemplated in the Agreement).

Notwithstanding that BGPP and Customer may have agreed a delivery timetable in respect of specified Services or Deliverables, the time for performance of the Services or delivery of the Deliverables shall in every case be dependent upon prompt receipt of all necessary information, materials (including the Customer Materials), final instructions and/or approvals from Customer. Customer acknowledges and agrees that any changes to its requirements and/or the occurrence of any of the circumstances in clause 3 or this clause 4.5 may result in delay in performance or delivery, for which BGPP shall not be liable.

Where the Deliverables are to be delivered electronically, Customer acknowledges and agrees that:

electronic delivery is not a completely secure medium of communication and that an unauthorised third party may intercept, tamper with or delete the Deliverables to be delivered electronically; and

electronic delivery may involve reliance upon third party providers and data carriers, over which BGPP has no control.

BGPP shall not be responsible for and shall have no liability to Customer or any third party for:

any delay in delivery or any non-receipt of any Deliverables delivered electronically;

any loss or damage (including loss of data) that results from any person gaining unauthorised access to any Deliverables delivered electronically;

use or disclosure of any data obtained by any third party as a result of that third party gaining unauthorised access to any Deliverables delivered electronically; and

any loss or damage resulting from any malfunction of or the introduction of any viruses, worms, logic bombs, time locks, time bombs, trojan horses and/or bugs to any equipment and/or software used to effect and/or receive any Deliverables delivered electronically.

Where Services provided include dailies, best practices require that Customer adhere to an “on-set” back-up solution, whereby original camera and sound Customer Materials are safely copied to an “on-set back-up” before leaving the production location. BGPP will have no responsibility for any lack of data redundancy resulting from Customer’s failure to take such measures, or recovery of any data degraded or corrupt upon delivery to BGPP and any loss, injury, or damage which may be incurred as a result of the degradation or corruption of Customer Materials.

Where Services include post production finishing, best practices require that Customer utilise and maintain, while such Services are being performed, a full data back-up. BGPP will have no responsibility for the Customer’s failure to make such back-up or for any defect in any back-up solution which is not provided by BGPP itself and BGPP will have no responsibility for any lack of data

Where Services include picture post production: (a) the Charges do not include any additional playouts or copies not specifically listed in the Quote, Order and/or Specification; and (b) the Deliverables do not include any access Deliverables, such as subtitled prints that may be required, unless expressly agreed in writing with BGPP.

Where Services include sound post production: (a) Services will commence with locked picture only; (b) ADR rates if included within a Quote are for ADR recorded in house by BGPP only. If we are required to book ADR recording with a third party, then this will incur additional costs and BGPP shall be entitled to charge these to the Customer; and (c) any changes requested by the Customer to locked picture and/or sound edit will require be considered outside of the Specification and the parties shall agree the additional Charges for such change.

Where Services include post production for films a quality assessment report (“QAR”) or quality control (“QC”) are not included within the Deliverables. BGPP shall complete an internal QC within as part of the Charges, however this shall not be deemed as an official QAR and may not be used by the Customer (or its distributors or sales agents) as an official QAR. If Customer requires an official QAR, BGPP may agree to engage a third party on behalf of the Customer to provide an official QAR. Following receipt of the official QAR, BGPP shall have 30 days to address any technical issues which have been proven to have arisen during the Services and are not contained within the Customer Materials.

Customer’s sole remedy as a result of a default in the performance of the Services will be, at BGPP’s cost, for BGPP to use reasonable efforts to correct any fault or defect in the relevant part of the Services. Notwithstanding the foregoing, if the default is demonstrated to be the result of: (a) any breach of clause 5 (including late or defective delivery of Customer Materials, orders or required instructions); (b) a Customer Default; (c) a force majeure event; or (d) delays and failures by freight service providers, BGPP will use reasonable efforts to promptly notify Customer regarding such default, cooperate with Customer, and correct such default at Customer’s costs. Customer further acknowledges that any resulting schedule delays related to said default will be Customer’s responsibility. BGPP shall notify the Customer promptly of any such events and use reasonable efforts to mitigate the effects of the delay, hindrance, or cancellation.

5. CUSTOMER’S OBLIGATIONS

The Customer shall:

ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;

co-operate with BGPP in all matters relating to the Services;

if
provide BGPP with such information and materials as BGPP may reasonably require to supply the Services, and ensure that such information is complete and accurate in all material respects; and

obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start.

In relation to picture post production Services, the Customer shall ensure that:

All original camera/digital equipment should be supplied in a format that matches the agreed project workflow; and

Turnover of the locked cut must include all the items detailed in the project workflow. If any item is missing, then extra charges may apply.

The Customer shall be responsible for attending all necessary reviews and signing off on the finished Deliverable or Deliverables. The Customer is also responsible for ensuring the final Deliverable or Deliverables meet(s) all relevant standards and compliance, signing off necessary documentation where applicable, including responsibility for eyeball the Deliverables for UK DPP delivery. For the purposes of this clause 3, “eyeball” shall mean the Customer’s representative visually reviewing the final Deliverable(s) and signing these off in line with the Digital Production Partnership (DPP) process for UK broadcasters.

If BGPP’s performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (a “Customer Default”):

without limiting or affecting any other right or remedy available to it, BGPP shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays BGPP’s performance of any of its obligations;

BGPP shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from BGPP’s failure or delay to perform any of its obligations as set out in this clause 5; and

the Customer shall reimburse BGPP on written demand for any costs or losses sustained or incurred by BGPP arising directly or indirectly from the Customer Default.

6. INTELLECTUAL PROPERTY

Customer acknowledges that BGPP (or its third party licensors) owns, and shall retain ownership of, the BGPP Intellectual Property, and BGPP shall not at any time be required to deliver, licence or grant any rights to Customer in any of the BGPP Intellectual Property whatsoever and the same are expressly excluded from, and will not be deemed to be, the

Customer acknowledges and agrees that if in the course of performing the Services (including any processing or production of materials on behalf of Customer) BGPP: (a) conceives, discovers or devises any techniques or know-how; or (b) conceives or creates any mechanical or electronic devices, software (in source code and object code), libraries, engines, subroutines, data, files, development tools and utilities (in source code and object code form), or any underlying models, rigging, and animation data to provide the Services, all rights of every kind in and to the foregoing shall belong to and vest in BGPP and shall be deemed to be BGPP Intellectual Property for the purposes of this Agreement.

BGPP shall retain ownership and possession of, and all rights (including all BGPP Intellectual Property Rights) in and to, any original character design, ideas or concepts presented or created by BGPP in relation to this Agreement, unless otherwise agreed in writing by the parties. Where Customer requires a licence to use any such original character design, ideas or concepts, for whatever purpose, the terms of such licence shall be agreed by the parties in writing.

Subject to clauses 1 to 6.3 above and any other terms agreed pursuant to this Agreement, all title and copyright in and to the Deliverables (excluding BGPP Intellectual Property), shall pass to Customer only upon Customer paying to BGPP all sums due and payable under this Agreement. To the extent required, the parties may agree on terms for the licence of BGPP’s Intellectual Property (or any part of it) incorporated into the Deliverables, to enable Customer to receive the benefit of the Deliverables.

Customer hereby grants to BGPP a perpetual, non-exclusive, transferable, sub-licensable, royalty-free licence to use Customer Materials to the extent necessary for BGPP and/or its suppliers to provide the Services and the Deliverables.

Customer acknowledges and agrees that Intellectual Property Rights in and to underlying materials processed by BGPP in the performance of the Services and/or embodied in the Deliverables may be owned by third parties and that the use by Customer of the Deliverables shall be subject always to Customer obtaining any and all necessary licences and consents from the relevant underlying rights’ owner(s).

7 CONFIDENTIALITY

Where Confidential Information was disclosed to Customer, Customer acknowledges that such Confidential Information was disclosed in confidence, may have considerable value and is of importance to

Customer further acknowledges that BGPP makes no representation with respect to the accuracy or completeness of any Confidential Information, except to the extent agreed by BGPP in

Customer agrees to (i) keep the Confidential Information, including any BGPP Intellectual Property provided to Customer pursuant to clause 6, in complete confidence, using the same degree of care normally used to protect its own proprietary and/or confidential information within its own organization, but not less than a reasonable degree of care, (ii) use the Confidential Information only for the purpose of its performance hereunder and for no other purpose, and (iii) not to disclose it to any third party without BGPP’s prior written approval. Except as expressly permitted under this Agreement, Customer shall not use, copy in whole or in part, modify or adapt the Confidential Information in any way without BGPP’s prior written consent, which may be given or withheld in its absolute For clarity, disclosures made by any Affiliates of BGPP will be deemed Confidential Information under this Agreement, and any information disclosed by such Affiliates shall be protected as Confidential Information under this Agreement.

Customer may disclose the Confidential Information to such of its, and its Affiliates’, officers, employees, consultants, freelancers and agents to whom disclosure is necessary for the performance of its obligations under this Agreement provided Customer shall ensure such officers, employees, consultants, freelancers and agents observe the obligations of confidentiality imposed by this clause 7 and Customer shall be liable for any failure by them to do

Customer shall not be in breach of this clause 7 if it discloses Confidential Information where such disclosure is required by law, regulation or order of a competent authority provided that BGPP is given, where possible, reasonable advance notice of the intended disclosure and a reasonable opportunity to challenge the same.

Customer acknowledges that any breach of its obligations under this clause 7 would cause BGPP irreparable and unquantifiable damage and that BGPP shall be entitled to apply for and obtain (without prejudice to any other rights or remedies available to BGPP in contract or at law) interlocutory and/or final injunctive relief, including interdict or positive orders, against or in respect of any actual or threatened breach of this clause 7 by

On receipt of a written demand, Customer shall return to BGPP, or destroy at BGPP’s option, any and all written documents or materials containing Confidential Information, together with all copies thereof, and if BGPP should so require Customer shall, when returning documents or materials, provide to BGPP a certification or statutory declaration duly executed by an officer of Customer confirming that, to the best of the declarant’s knowledge, information and belief, Customer has complied with all of its obligations under this clause 7.

8 BOOKINGS

8.1 BGPP follows a system of penciled and confirmed bookings. This system operates on a first come, first served basis.

8.2 A penciled booking is time held provisionally for an agreed period of time by BGPP’s bookings team. A penciled booking shall become a confirmed booking once BGPP has been deemed to accept an Order in accordance with clause 2.

8.3 BGPP reserves the right to require the Customer to make an upfront deposit for a confirmed booking. If a deposit is required, the Customer shall ensure that such deposit is received by BGPP within 24-hours of receipt of an invoice unless BGPP agrees otherwise in writing. The deposit is non-refundable unless BGPP cancels the booking or at BGPP’s sole discretion.

8.4 BGPP will not accept responsibility for ensuring that sufficient time has been requested as part of a booking in relation to the Services. The Customer shall have the responsibility for ensuring sufficient time has been requested as part of a booking.

9. CANCELLATION AND VARIATION

Except where otherwise stated in a Quote or Order, this Agreement will expire on completion of the Services to be provided pursuant to

This Agreement (and any Services to be provided under it) may only be cancelled with the written consent of BGPP and in accordance with these Terms. The giving of consent shall not in any way prejudice BGPP’s right to recover from Customer full compensation for any loss or expense arising from such cancellation of this Agreement.

Notwithstanding clause 2 and without prejudice to any other rights or remedies available to BGPP, the Customer may give BGPP written notice of cancellation of this Agreement or any Services thereunder, provided that where such notice is received by BGPP:

9.3.1 Finishing bookings (Quoted in hourly or daily rates)

Within 24 hours of the booking start: 100% of the daily fee
Within 7 days of the booking start: 50% of the daily fee
Within 17 days of the booking start: 25% of the daily fee

9.3.2 Offline bookings (Quoted in weekly rates)

Within 14 days of the booking start: 100% of the weekly fee
Within 28 days of the booking start: 50% of the weekly fee
(Multi‑episodic Offline bookings only) Within 40 days of the booking start: 50% of the weekly fee

9.3.3 Schedule Amendments

Without prejudice to the cancellation charges above, we will use reasonable efforts to accommodate requests to change a Client’s booked dates.
If we can accommodate the change, we will confirm it in writing and the original booking will be deemed revised accordingly.
We cannot guarantee that the same personnel specified in the original booking will be available for the revised dates. Where necessary, we may substitute another member of staff with a relevant and equivalent skill level.
Charges: Date changes made within the windows above may still attract the applicable cancellation charge unless otherwise agreed in writing.
Definitions: “Booking” means the confirmed session(s) set out in our written confirmation. “Personnel” means our employees, freelancers, or contractors assigned to the booking.

The parties acknowledge and agree that the above cancellation charges in each case reflecting the fact that BGPP is unlikely to be able to secure an alternative order and/or to reallocate the resources allocated to the Customer’s Order within the specified timeframes.

BGPP may cancel this Agreement (and any Services to be provided under it) at any time on written notice to Customer. Cancelation under this clause shall be without prejudice to any other rights or remedies available to BGPP (including the right of BGPP to recover payment from Customer for any Services provided).

Upon termination of this Agreement (for whatever reason), except as otherwise expressly provided herein, the rights and obligations of the parties under this Agreement will terminate and be of no further force of effect; provided that any rights or obligations to which the parties may be entitled before its termination will remain in full force and effect (e.g., the ability to bill and collect for Services performed before termination), and such termination will not affect or prejudice any right to damages or other remedies either party may have in respect of an event giving rise to damages or a remedy before the date of termination. Without limiting the foregoing and except where the provisions of clause 3 apply, promptly following termination, Customer will pay all BGPP’s prorated fees for the Services performed prior to such termination, calculated on a percentage of completion basis, and Customer will promptly reimburse BGPP any verifiable, non- cancelable, out-of-pocket third party costs associated solely and exclusively with each Customer project awarded to BGPP, which costs are incurred by BGPP for a period not more than 4 weeks after the date of termination (collectively, “Winding-down Costs”). The reimbursement of such costs will occur promptly following Customer’s receipt of BGPP’s invoice(s) and other reasonable supporting documents evidencing the Winding-down Costs incurred , provided BGPP will, immediately upon termination hereof, be at all times under the affirmative obligation to mitigate such Winding-down Costs by making a good faith effort to rebook its facilities, equipment and/or reassign personnel to other projects (or terminate such personnel) immediately upon termination hereof, it being understood that the Winding-down Costs, if any, will be reduced and limited if and to the extent BGPP is able to rebook its facilities, equipment and/or personnel to other projects.

Any provisions of this Agreement which by their nature are intended to survive cancellation or expiration (including clause 7 (Confidentiality) and clause 10 (Liability and Indemnity)) shall remain in full force and effect notwithstanding any cancellation or expiration of this Agreement.

10. LIABILITY AND INDEMNITY

Restrictions on liability in this clause 10 include every kind of liability arising under or in connection with the Agreement including liability in contract, delict, under statute or otherwise (including liability arising from negligence).

Nothing in the Agreement limits any liability which cannot legally be limited, including liability for:

death or personal injury caused by negligence;

fraud or fraudulent misrepresentation; and

breach of the terms implied by section 11B of the Supply of Goods and Services Act 1982 (title and quiet possession).

Save as otherwise expressly provided in these Terms and to the fullest extent permitted by law:

BGPP and its Affiliates shall be under no liability to the Customer or any other person for any direct, indirect or consequential loss or damage arising from any defect in the Services and Deliverables;

If the use of the facilities for the Services is delayed, postponed, curtailed or cancelled for any reason affecting BGPP, then unless such delay, postponement, curtailment or cancellation shall have been caused by the gross negligence of BGPP, BGPP shall not be liable for any loss or damage suffered by the Customer by reason thereof;

BGPP shall not in any event be liable for economic loss (including loss of profit or goodwill) or any indirect or consequential loss or damage; and

All warranties, conditions, terms and representations relating to goods or services supplied by BGPP (whether expressly or implied by statue, common law, use or otherwise) are hereby excluded.

BGPP shall not be liable for any reduction in the quality of its Services due to full or partial failure of any internet connection used to provide those Services or employed in the use of facilities by the Customer.

BGPP shall not be liable for any reduction in the quality of its Services that may be caused by the quality of the Customer’s Materials or BGPP’s adherence to the Customer’s instructions.

Subject to clauses 2 to 10.5, BGPP’s total liability to the Customer all loss or damage shall not exceed £50,000.

BGPP shall make available its equipment and the personnel it deems necessary to provide the Services but the Customer shall satisfy itself that the facilities are suitable for its purpose and while BGPP will use its best endeavors to ensure that all equipment and facilities perform in accordance with the specification for such equipment and facilities unless expressly agreed in writing at the time of the acceptance of the Services, BGPP shall not be responsible for ensuring that its equipment and the facilities provided by it are suitable for the Customer’s purpose.

Unless the Customer notifies BGPP that it intends to make a claim in respect of an event within the notice period, BGPP shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

The Customer shall indemnify BGPP and Affiliates, their directors, and employees, servants, sub-contractors and agents all liabilities, actions and losses, claim, proceedings, judgement, damages, obligations, costs and expenses of any nature what- so ever (including, but not limited to, legal fees, costs and expenses) arising directly or indirectly out of or in connection with the Customer’s Materials or the acts or omissions of the Customer, its servants, agents or representatives, or any breach by the Customer of any of its representations, warranties other obligations in these Terms (including, but not limited to, claims by any third party for breach of copyright or defamation relating to any Customer Materials or Customer’s property or any failure by the Customer to observe the provisions and requirements of any applicable agreements).

INSURANCE. Customer shall maintain and keep effective at all times insurance policies with reputable insurers as are sufficient to protect Customer against any loss or liability which it may incur or suffer arising out of this Agreement, including insurance which covers Customer for any damage or loss for which BGPP is not liable pursuant to the these Terms, and which protects Customer against any accidental loss, damage or destruction to any Customer Materials or any other materials of any kind supplied by Customer to BGPP while in the possession or control of BGPP may at any time request Customer to provide copies or certificates of insurance or other evidence to prove compliance with this clause.

12. STORAGE OF CLIENT MATERIALS & DELIVERABLES

BGPP shall be under no liability whatsoever in respect of any loss or damage to or destruction of the Customer Materials (whether such Customer Materials are in the possession of BGPP or otherwise) and it is Customer’s responsibility to ensure that it has appropriate back-up copies of all Customer

In accordance with clause 11 above, Customer shall insure all Customer Materials to their full value against all risks. Customer hereby waives all rights of subrogation with respect to losses covered by its insurance policies or

Customer shall provide details to BGPP for the return of the Customer Materials within two (2) months from the date of confirmation of a Quote. If Customer does not provide BGPP with details for the return of Customer Materials, BGPP shall send the Customer Materials to its archive upon completion of the Services and BGPP shall be entitled to charge Customer reasonable storage charges for doing so. If Customer fails to remove the Customer Materials and Deliverables within 6 months of final delivery of the Services, BGPP may dispose of the same without liability to Customer or any other person.

Where Customer Materials are supplied or specific instructions are given by Customer, BGPP accepts no liability for any reduction in the quality of the Services caused by defects or errors in or the unsuitability of such Customer Materials or by BGPP’s use of Customer Materials or adherence to any of Customer’s specific

In addition to any other rights or remedies BGPP may have under the law or under this Agreement, Customer grants BGPP a possessory lien on all Customer Materials and Deliverables deposited by or on behalf of Customer with BGPP that are owned and controlled by Customer or its Affiliates to secure payment by Customer of all amounts due hereunder. Except as otherwise agreed in writing by BGPP and subject to BGPP’s obligations under applicable laws which are required to be applied in connection with the issue of perfection of liens, in no circumstances will BGPP be obligated or otherwise required to waive any portion of the lien granted to BGPP in this clause 5 or otherwise subordinate any portion of such lien to the benefit of a third party. The lien and rights granted to BGPP hereunder will continue in full force and effect until the applicable indebtedness has been paid. Within one (1) business day after such time as the applicable indebtedness secured by the applicable collateral have been satisfied and BGPP has received confirmation of such payment from its bank, BGPP shall duly execute and deliver to Customer a release relating to the applicable collateral.

Where Customer Materials and/or Deliverables are stored on BGPP’s servers, such data will be kept online and accessible as follows:

Type of data	Storage Period
Offline and/or editorial proxy media and project files	Date of picture lock + 30 days
Source camera and sound files	Date of final delivery +30 days
Online consolidated media, assets and project/session files	Date of transmission / release +30 days

If the Customer requires additional data storage utilising BGPP’s servers, or data is stored beyond the period specified in clause 6, BGPP shall be entitled to charge and the Customer shall pay the data storage rates specified by BGPP as may be amended from time-to-time.

Customer agrees to remove from BGPP’s premises all Customer Materials and Deliverables within 90 days after the last work thereon, unless a storage charge is expressly identified for such materials in the applicable Quote, in which case Customer agrees to pay BGPP the identified storage charges following the three month grace period referenced above. Without limiting the foregoing, within 30 days after written notice from BGPP (given to Customer at the last known Customer address in BGPP’s records), Customer agrees to remove, at Customer’s sole expense, all Customer Materials and Deliverables in storage. If Customer fails to remove the Customer Materials and Deliverables, BGPP may dispose of the materials without liability to Customer or any other person. after providing the Customer with at least 30 days’ written notice.

13. CUSTOMER INPUT AND ACCESS TO/USE OF BGPP’S PREMISES, EQUIPMENT AND CONTENT

Customer shall be solely responsible for ensuring that all information, advice and recommendations given to BGPP either directly or indirectly by the Customer or by Customer’s employees, consultants, freelancers or agents are accurate, correct and Acceptance of or use by BGPP of such information, advice or recommendations shall in no way limit Customer’s responsibility hereunder, unless BGPP specifically agrees in writing to accept responsibility.

Customer hereby undertakes to BGPP to ensure that all of its personnel (including its employees, consultants, freelancers and agents) who at any time have access to any premises occupied by BGPP or at which any of BGPP’s equipment shall be kept, shall at all times: (i) observe all rules, policies and regulations in force at the applicable premises, including all health and safety regulations and any rules governing the use of equipment and/or facilities at the applicable premises; and (ii) keep confidential and not divulge or communicate or make any use of any Confidential Information which the applicable person shall become aware of as a result of being present at the applicable

14. PUBLICITY

BGPP may publicise, advertise and market the Deliverables on its website(s), social media site(s), blog(s), show reels, in pitches to third parties, in connection with any appropriate industry awards, or in any other manner, as BGPP may in its sole discretion decide, without the prior written consent of Customer. Subject to the Customer’s prior written approval for unreleased or embargoed content, BGPP will use reasonable discretion regarding timing and sensitivity of such publicity.

Customer hereby grants to BGPP a perpetual and royalty-free licence to use the Deliverables throughout the world for the purposes of clause Error! Reference source not found. above and in order for BGPP to promote its business by whatever means it sees

Customer shall include credit as stated in the Quote and shall to the extent not stated therein, make all reasonable efforts to credit BGPP work, in production, promotional materials and trade publication or coverage relating to

15. DATA PROTECTION

Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 1 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and BGPP is the Processor.

Without prejudice to the generality of clause 1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to BGPP for the duration and purposes of this Agreement.

Without prejudice to the generality of clause 1, BGPP shall, in relation to any Personal Data processed in connection with the performance by BGPP of its obligations under this Agreement:

process that Personal Data only on the documented written instructions of the Customer which are set out in the Quote and/or Order unless BGPP is required by Domestic Law to otherwise process that Personal Data. Where BGPP is relying on Domestic Law as the basis for processing Personal Data, BGPP shall promptly notify the Customer of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits BGPP from so notifying the Customer;

ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

not transfer any Personal Data outside of the UK unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

the Customer or BGPP has provided appropriate safeguards in relation to the transfer;
the data subject has enforceable rights and effective legal remedies;
BGPP complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
BGPP complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data.

assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

notify the Customer without undue delay on becoming aware of a Personal Data Breach;

at the written request of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Agreement unless required by Domestic Law to store the Personal Data; and

maintain complete and accurate records and information to demonstrate its compliance with this clause 4.

The Customer acknowledges and agree that BGPP may appoint subcontractors who could be deemed to be a third-party processor of Personal Data under this Agreement. BGPP confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which reflect the requirements of the Data Protection Legislation. As between the Customer and BGPP, BGPP shall remain fully liable for all acts or omissions of any third-party processor appointed by it.

For the purposes of this clause 15, “Controller”, “Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “processing” and appropriate technical and organisational measures shall be defined and interpreted in accordance with the applicable Data Protection Legislation.

BRIBERY. The Customer shall, and shall ensure its officers, employees, consultants, freelancers and agents, comply with all laws relating to anti-bribery and anti-corruption including the UK Bribery Act 2010 (the “Bribery Act”) in all matters relating to this Agreement, and shall not (i) engage in any activity, practice or conduct which would constitute an offence under the Bribery Act if such activity, practice or conduct had been carried out in the UK; or (ii) do or suffer anything to be done which would cause BGPP to contravene the Bribery

INSOLVENCY. If the Customer shall become bankrupt, or under the provisions of Section 123 of the Insolvency Act 1986, shall be deemed to be unable to pay its debts or compounds with its creditors or in the event of a resolution being passed or proceedings commenced for the administration or liquidation of the Customer (other than for a voluntary winding up for the purpose of reconstruction or amalgamation) or if a Receiver or Manager or Administrative Receiver is appointed of all or any part of its assets or undertaking, BGPP shall be entitled to cancel this Agreement in whole or in part by notice in writing, without prejudice to any right or remedy accrued or accruing to

FORCE MAJEURE. In the event of the Services being prevented, hindered, delayed, or rendered uneconomic or in any way interfered with by reason of any acts of God (e.g., earthquake, flood, inclement weather), fire, explosion, strike, sabotage, act or threat of terrorism, act or omission of government, war, industrial dispute, strike, breakdown of machinery or equipment, accident, fire, or inability to obtain the necessary labor, materials or facilities, and delay from a subcontractor caused by an event of force majeure or by any other cause beyond BGPP’s control, BGPP may, at its option, suspend performance of or cancel this Agreement, without liability to Customer for any resulting damage or loss, such suspension or cancellation being without prejudice to BGPP’s right to recover all sums owing to it in respect of Services and Deliverables delivered and costs incurred up to the date of suspension or cancellation. BGPP shall notify the Customer promptly of any such events and use reasonable efforts to mitigate the effects of the delay, hindrance, or cancellation.

SUB-CONTRACTORS. BGPP shall be entitled to appoint one or more sub-contractors to carry out all or any of its obligations under this Agreement.

20. GENERAL

Variation: No variation of this Agreement (including any of the Services or Deliverables to be provided hereunder) shall be valid unless it is in writing and signed by, or on behalf of, each of the

Waiver: A waiver of any right or remedy under this Agreement is effective only if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under this Agreement or by law shall constitute a waiver of that (or any other) right or

Severance: any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Agreement, and the validity and enforceability of the provisions of this Agreement shall not be affected.

Independent Contractor: The parties acknowledge that BGPP is acting as an independent contractor. Nothing in this Agreement will be construed to constitute or appoint either party as the agent, partner, joint venturer or representative of the other party for any purpose whatsoever, or to grant to either party any right or authority to assume or create any obligation or responsibility, express or implied, for or on behalf of or in the name of the other, or to bind the other in any way or manner whatsoever. As an independent contractor, BGPP has sole discretion and ultimate control over the time, manner and methods necessary to perform the Services.

No Third Party Beneficiaries: Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contract (Third Party Rights) (Scotland) Act 2017 for any third party to enforce or otherwise invoke any term of the Agreement.

Assignment: Customer may not assign this Agreement, by operation of law or otherwise, without the prior written consent of BGPP.

Entire Agreement: This Agreement constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject

Notices: Any notice or other communication required to be given under this Agreement or otherwise in writing may be sent by email or by first class pre-paid post to: c/o Blazing Griffin Post Production Ltd., 101 Portman St, Glasgow G41, Attn: Finance. Any notice sent by first class post shall be deemed received 2 Business Days after the date of posting. Any notice sent by e-mail shall be deemed received on the next business day after the date of

GOVERNING LAW AND JURISDICTION. This Agreement or any dispute relating to its subject matter shall be governed by and construed exclusively in accordance with the laws of Scotland without regard to conflict of laws principles and the parties hereby irrevocably submit to the exclusive jurisdiction of the Courts of

COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same

Terms & Conditions

General Terms & Conditions