Terms and Conditions

1. FURNISHING MATERIALS, SERVICES & RELEASES

1.1 Client: Client shall supply scripts, storyboards, product props, production notes, music, casting members (i.e actor, singer, dancer, etc), creative guidance/supervision, musical composition(s) together with all relevant approvals from the relevant parties or authorities, unless otherwise noted in the Quotation. Client hereby warrants and undertakes not to infringe or misappropriate any intellectual or industrial property.

1.2 Producer: Producer shall deliver the completed Specified Media pursuant to online order by client in accordance with the immediate Payment Structure.

 

2. CHANGES IN SPECIFICATIONS

2.1 Client shall be liable for any additional costs incurred by the Producer as a result of any variations made by the Client in relation to the script(s) or storyboard(s) in the Specified Media, or any part of the project.

2.2 The Producer may endeavor to inform the Client of any such additional cost.

2.3 Client shall reimburse any such additional cost incurred by the Producer within seven (7) days upon notice by the Producer.

 

3. OWNERSHIP

3.1  The rights, title and interest in and to media(s) which are the subject of this Terms and Conditions, including all intellectual property rights, copyrights therein as well as in and to all the exposed negatives, positives, out-takes and clips (“Property”) shall remain the sole and absolute property of the Producer as legal and equitable owner until such time as all monies due to the Produced has been paid but the Client shall assume all risks over the Property from the time any of such Property is delivered to it.

3.2 Prior to the full payment of Contract Price in accordance with the Payment Structure, the Client shall not be entitled to display, license, transfer, appropriate, promote or use the completed or uncompleted Specified Media (as the case may be) for any purpose without prior written consent of the Producer.

 

4. SECURITY/CONFIDENTIALITY

Producer understands that some information for said Specified Media may be of a confidential and/or sensitive nature. Producer agrees, at Client’s written request, to require, within reason, those engaged for the production to sign appropriateTerms and Conditions not to discuss or disclose information about the product or the Specified Media(s) except such disclosure may be necessary for Producer to produce media(s) in the usual and customary manner under this Terms and Conditions

 

5. PRODUCER’S WARRANTIES

Producer represents and warrants:

A. That Producer has full right to enter into thisTerms and Conditions and to perform its obligations under thisTerms and Conditions.

B. That Producer will endeavor to ensure all completed Specified Media supplied shall be of applicable production standards.

 

6. CLIENT’S WARRANTIES

Client represents and warrants:

A. Client shall liaise and source the relevant casting members and obtain the approvals from all relevant parties or authorities for the engagement of such casting members.

B. Client shall pay all payments payable under thisTerms and Conditions promptly to the Producer without any demand, deduction or set-off.

C. Client shall not use the Specified Media, whether completed or uncompleted, for any purpose unless provided under thisTerms and Conditions.

D. Client shall maintain and take all steps necessary to ensure its nominees, employees, agents and sub-agencies also observe strict secret about the modes and methods of business, techniques and concepts associated therewith of the Producer both during the currency and after the expiration or earlier termination of this Terms and Conditions.

 

7. LATE PAYMENT INTEREST

It is agreed between the parties that the Client shall pay to the Producer all fees and/or payments payable under thisTerms and Conditions within the agreed time failing which the Producer shall be entitled to charge interest on such fees and/or payments due and outstanding by the Client to the Producer at the rate of Sixty percent (60%) per annum calculated on a daily basis from the due date of such fees and/or payments until the date of full settlement.

 

8. INDEMNIFICATION

The Client hereby agrees and undertakes, fully and effectively to indemnify and keep indemnified the Producer after and before the expiry or termination thereof for and against all damages, loss, claims, demands, expenses, costs and liabilities which the Producer may at any time incur as a result of any and all breaches by the Client of the obligations under thisTerms and Conditions or otherwise by the Producer taking any step to enforce or preserve its rights pursuant to this Terms and Conditions.

 

9. TAX LIABILITY

Client shall be responsible for any service, sales, use tax, or other tax payable on production, delivery and use of the Specified Media and shall defend and hold harmless Producer from payment of any such taxes.

 

10. ASSIGNMENT

ThisTerms and Conditions may not be assigned by either party without the written consent of the other.

 

11. INSURANCE COVERAGE

11.1 Client shall take out and maintain insurances, at the cost and expense of the Client, as required by the law or the relevant authorities, including but not limited to the Professional Liability (Errors and Omissions Liability) insurance to cover all intellectual property infringement(s) that may arise under thisTerms and Conditions or from any use of media.

11.2 Client shall name Producer and any such person as the Producer may instruct as a “named insured” on the above-said policies prior to the commencement of any production.

11.3 All Client supplied insurance will be deemed to be the primary coverage and issued on a non-contributory basis. 11.4 Client Umbrella Liability limit will be RM1,000,000.00 only. Client will be responsible for any additional insurance premiums resulting from the need to purchase special coverage not provided by the coverage and pay any and all deductibles associated with Client insurance program. 11.5 Client will indemnify, defend and hold harmless Producer for any and all claims, demands, actions including damages, penalties, legal cost or any such claims arising as a result of any and all breaches by the Client of the obligations under this Terms and Conditions

 

12. CONTINGENCY AND WEATHER DAYS

12.1 A contingency day is any day where a scheduled media/film shooting has been prevented from occurring due to circumstances beyond the control of the production company. These circumstances may include but should not be limited to:

A. Weather conditions (rain, fog, sleet, hail, or any adverse condition that is not consistent with the prescribed shooting conditions required by the Client).

B. Injury, illness, or absence of client-supplied elements (e.g. key talent, color correct products).

C. “Force majeure” (meaning but not limited to, earthquake, riot, fire, flood, volcanic eruption, acts of war, strikes, labor unrests, civil authority, terrorism, and acts of God).

D. “Client Insured Re-shoots” (Any additional days for a job insured by the Client of which the Client has authorised such expenditure).

 

12.2 The Client shall pay the Producer the Contingency Day Cost immediately upon being notified by the Producer.

12.3The Producer will quote the maximum exposure figure as the Contingency Day Cost. The Contingency Day Cost does not include the additional cost which may be incurred for the engagement of crews or suppliers, procurement of equipment or venue (i.e. should the contingency day fall on weekends, holidays or premium days based on consecutive employment).

 

13. CANCELLATION AND POSTPONEMENT

The Client irrevocably undertakes not to cancel, postpone or reschedules any scheduled appointment or agreed delivery or production of the Specified Media (“Cancellation and/or Postponement”). In the event such Cancellation and/or Postponement is carried out by the Client without the prior written consent of the Producer, the Client shall be liable to pay the following sum immediately upon being notified by Producer

Cancellation and Postponement: Film or Digital Video Production:

A. If Client has given the Producer ONE TO TEN WORKING DAYS notice prior to the commencement of the film-shooting, the Client shall pay to the Production Company:

i) All costs incurred by the Producer;

ii) Full production fee on the job as bid.

B. If Client has given the Producer ELEVEN TO FIFTEEN WORKING DAYS notice prior to the commencement of the film-shooting, the Client shall pay to the Production Company :

i) All costs incurred by the Producer ;

ii) 50% of production fee.

C. If Client has given the Producer MORE THAN FIFTEEN WORKING DAYS notice prior to the commencement of the film-shooting, the Client will be liable to Producer for:

i) All costs incurred by the Producer ;

ii) Not less than 25% of director’s fee as bid; and

ii )Not less than 25% of production fee on the job as bid.

 Cancellation and Postponement: CGI or Animation Production:

A. If Client has given the Producer notice of cancellation/postponement when the production is   MORE THAN HALFWAY THROUGH the production schedule of the job, that is between the award or start date and the final delivery date, the Client shall be liable to the Producer for the entire Contract Price and fees payable under this Terms and Conditions.

B. If notice of cancelation/postponement is give IN THE SECOND QUARTER of the production schedule of the job, that is between the award or start date and the final delivery date, the Client will be liable to the Production Company for:

i) All out of pocket costs, including the expense of all staff and free-lance labor attached to the project. This expense will include full payment through the original completion date if that labor is not re-booked by the company, or, in the case of the free-lance labor, not able to re-book itself on another project.

ii) Full creative fees as bid.

iii) Full production fee on the job as bid.

C. If notice of cancelation/postponement is give IN THE FIRST QUARTER of the production schedule of the job, that is between the award or start date and the final delivery date, the Client will be liable to the Production Company for:

i) All out of pocket costs, including the expense of all staff and free-lance labor attached to the project. This expense will include full payment through the original completion date if that labor is not re-booked by the company, or, in the case of the free-lance labor, not able to re-book itself on another project.

ii) Not less than 50% of creative fees as bid.

iii) Not less than 50% of the production fee on the job as bid.

 

14. PUBLICITY GUIDELINES

The Client hereby grants the Producer the license to use Specified Media for promotional purposes.

 

15. TIME OF THE ESSENCE

Time shall be of the essence wherever mentioned in this Terms and Conditions.

 

16. ENTIRE TERMS AND CONDITIONS AND MODIFICATION

This Terms and Conditions and any Addenda attached hereto shall constitute the entire Terms and Conditions between Producer and Client. Any amendments hereto must be in writing and signed by each party.

 

17. CAPTIONS

The captions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of thisTerms and Conditions or of any provision hereof.

 

18. NO WAIVER

Any failure by the Producer to enforce at any period any one or more of terms or conditions of thisTerms and Conditions shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions.

 

19. ENFORCEABILITY

If one or more of the provisions of this Terms and Conditions shall be held unenforceable, it shall not affect the enforceability of the other provisions.

 

20. GOVERNING LAW

This Terms and Conditions shall be construed, interpreted and governed by the laws of Malaysia and the Parties hereby submit to the non-exclusive jurisdiction of the Malaysian courts.