STV VIDEO PRODUCTION TERMS & CONDITIONS
INTRODUCTION, DEFINITIONS AND INTERPRETATION
1.1. SupastarzTV also known as STV is a small business group that resides within the UK.
1.2. These Terms apply in respect of all goods and services sold and provided by SupastarzTV to You under any agreement and shall, save where a specific written agreement states to the contrary, prevail over all other agreements including terms or conditions which you may propose and purport to rely on.
1.3. In the Agreement the following words and expressions shall, save where the context or the express provisions of the Agreement otherwise requires or admits, have the following respective meanings:
1.3.1. Agreement means the entire agreement as defined in clause 9;
1.3.2. Business Day means any day which is not Sunday or a public holiday;
1.3.3. Business Hours means from 08:30 hours to 18.00 hours Greenwich Mean Time, Monday to Friday except bank holidays;
1.3.4. Confidential Information means as defined in clause 11;
1.3.5. Device means any self-contained operational Hardware;
1.3.7. Goods means those goods itemised in the Purchase Order or as otherwise agreed in writing between the Parties from time to time;
1.3.8. Notice Period means one calendar month;
1.3.9. Parties means SupastarzTV and You, or SupastarzTV and Your successors and assigns where and when applicable;
1.3.10. Personal Data means information about You that is protected under the Data Protection Act;
1.3.11. Purchase Order means the quotation, proposal or other named document associated with the purchase of the Goods or otherwise attached to the Terms;
1.3.12. Services means those services itemised in the Purchase Order or as amended in writing between the Parties from time to the Term means for as long as the Agreement is in full force and effect unless otherwise specified;
1.3.14. Terms means these standard terms and conditions of SupastarzTV;
1.3.15. You means the purchaser defined as such in the Purchase Order and if a corporate entity, it's directors, shareholders and any employee or contractor who is authorised to deal directly with SupastarzTV on Your behalf.
1.4. In the Agreement (except where the context otherwise requires):
1.4.1. The clause headings are included for convenience only and shall not affect the interpretation of the Agreement;
1.4.2. Use of the singular includes the plural and vice versa and se of any gender includes the other genders;
1.4.3. any reference to persons includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality);
1.4.4. Any reference to a statute, statutory provision or subordinate legislation (legislation) shall (except where the context otherwise requires) be construed as referring to:
184.108.40.206. Such legislation as amended and in force from time to time and to any legislation which (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation; and
220.127.116.11. any former legislation which it re-enacts, consolidates or enacts in rewritten form provided that in the case of those matters which fall within sub-clause 18.104.22.168 above, as between the Parties, no such amendment or modification shall apply for the purposes of the Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any Party.
1.4.5. any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.4.6. any reference to any other document is a reference to that other document as amended, varied, supplemented, or notated (in each case, other than in breach of the provisions of the Agreement) at any time.
1.4.7. Where SupastarzTV receives payment for goods and/or services on behalf of another organisation or entity, SupastarzTV is only the money-handling agent and is in no way responsible for the provision of those goods and/or services and is not party to this contract.
2. PERSONAL DATA
2.1. By personal data we mean any data which identifies you or your account with SupastarzTV . It includes identity, which you agree to supply to us accurately and to keep up to date by notifying us of any changes to the information held. It also includes any information contained on Your Systems together with any billing information (“Personal Data”).
2.2. Personal Data will be collected, processed and used by SupastarzTV for the purposes of billing and for other purposes mentioned in these Terms.
2.3. In providing the Goods and Services SupastarzTV works with other organisations to produce the Goods and Services and may be required to provide certain information about You to these organisations. By agreeing to these Terms, you agree to having your Personal Data provided to such organisations.
2.4. SupastarzTV may also collect Personal Data for statistical purposes. Such data will be used or disclosed only on an anonymous aggregated basis.
2.5. SupastarzTV may hold Personal Data relating to the transactions which you enter into with us. We will disclose this Personal Data only insofar as to facilitate the provision of the Goods and Services provided to You.
2.6. Any telephone calls made to our offices may be monitored or recorded. Such monitoring and reporting is used for training purposes and to track reported problems and to improve our service to You.
2.7. SupastarzTV shall disclose Personal Data where we are compelled to do so by law.
3. MATERIAL AND CONDUCT
3.1. SupastarzTV reserve the right to refuse to provide or stop providing any Services where it reasonably believes that Your System contains material:
3.1.1. that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience;
3.1.2. for which You have not obtained all necessary licences and/or approvals;
3.1.3. which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in the UK or any other country in the world; or
3.1.4. which is technically harmful (including without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
3.2. SupastarzTV will fully co-operate with any law enforcement authorities or court order requesting or directing SupastarzTV to disclose the identity or locate anyone dealing with or storing any material in breach of clause 3.1.
4.1. Your project requirements must be clearly provided to SupastarzTV in writing before commencement of work and subject only to one set of minor alterations thereafter.
4.2. E-mail correspondence shall be sufficient to prove changes to agreements for the form and content of programmes.
4.3. Major alterations to a project, not agreed prior to the commencement of work, are subject to a further written agreement and possible additional charges.
4.4. SupastarzTV cannot be held liable to any party for any errors on any medium after the client has agreed in writing that the content is correct and accurate and should be posted, published or broadcast.
4.5. Whilst every reasonable precaution is taken to prevent loss of materials, SupastarzTV cannot be held liable for any losses or costs incurred by the client due to any equipment or media failure.
4.6. All audio and/or soundtrack material supplied by SupastarzTV will be copyright and royalty free. Any variations by agreement only.
4.7. SupastarzTV reserve the right to use all images and video productions for our own promotional activities unless expressly requested not to do so in writing;
4.8. SupastarzTV shall endeavor to provide the Goods and Services during Business Hours or as otherwise agreed;
4.9. SupastarzTV shall use reasonable endeavors to ensure that any work causes minimum disruption to Your business.
4.10. SupastarzTV shall not be liable to You if for any reason the Services are unavailable at any time or for any period and for any reason.
4.11. SupastarzTV may from time to time modify, add to or remove aspects of the Services.
4.12. You will be charged for Services in accordance with the Purchase Order. We reserve the right to change our fees or billing methods.
4.13. If You are entering this Agreement as a consumer as defined under the Consumer Protection Act 1987 then the terms of this Agreement do not affect your statutory rights and will be interpreted accordingly.
PAYMENT TERMS & REFUNDS
5.1. Unless agreed otherwise in writing, 90% of the invoice as a deposit must be paid after terms of contract are agreed and at least 14 days prior to commencement of work. The remaining 10% shall be payable on completion of the video or multimedia project. In relation to specific contracts, these figures or terms may be varied as set out in the respective contract.
5.2. For invoices over £1000 sterling, SupastarzTV will issue an invoice for payment as each sum becomes due, to be paid within 21 days of the date of that invoice.
5.3. For invoices under £200 sterling, SupastarzTV may require payment upon completion of transfer of goods or services to the purchaser.
5.4. SupastarzTV fees shall be exclusive of disbursements and expense items related to the agreed programme such as messenger services, postage, overseas telephone charges, colour photocopying, photography and prints, disk or tape duplications, creation of audio and video streaming files, travel accommodation, subsistence, fax charges and similar items which will be invoiced to the client on the relevant project, or separately as necessary.
5.5. Goods and Services will only be released by SupastarzTV once the client approves all content as complete and satisfactory and confirms this in writing.
5.6. You should let us know about any billing problems or discrepancies promptly. If you do not bring them to SupastarzTV attention in writing within 14 days, you will have waived your right to dispute those problems or discrepancies.
5.7. All payments shall be paid to SupastarzTV by cash, cheque or electronic bank transfer at Your choice unless otherwise notified to You by SupastarzTV .
5.8. SupastarzTV shall be entitled to charge interest at the rate specified under the Late Payment of Commercial Debts (Interest) Act 1998 on all sums not settled within the terms of this Agreement.
5.9. SupastarzTV does not normally take final 10% payment for goods or services until the completion of a service.
5.10.You reserve all rights to terminate the provision of our services at any time.
Cancellations during the post-production stage of your project will result in you being liable for 100% of the total project charge.
5.11. Any deposit paid to SupastarzTV is non-refundable.
5.12 Cancellations during the production stage of your project will result in you being liable for 75% of the total project charge.
5.13. Any monies (excluding the deposit) held on account by SupastarzTV and unused will be returned subject to a 5% administration charge.
6. INTELLECTUAL PROPERTY RIGHTS
6.1. You shall not remove, modify or obscure any copyright, trademark or
other proprietary rights notices that appear during use of the
6.2. SupastarzTV may terminate the provision of Services if you fail to comply with these Terms. In the event of termination or cancellation for any reason whatsoever, you must permit or assist SupastarzTV or its agents to delete and destroy any Materials provided from Your System.
6.3. Nothing in this Agreement is intended to confer on any person any right to enforce any term of this Agreement which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.
6.4. Any rights not expressly granted in these terms are reserved.
7.1. SupastarzTV , and its officers, directors, employees, shareholders or agents do not accept any liability for the use made by You of the Goods or Services other than is provided under statute.
7.2. To the extent permitted by law, SupastarzTV excludes all representations, warranties, conditions and other terms whether actual or implied and whether in respect of SupastarzTV which but for these Terms might have effect in relation to the Goods or Services.
8.1. SupastarzTV (whether or not involved in creating, producing, maintaining, or delivering the Goods or Services) and its officers, directors, employees, shareholders or agents exclude all liability and responsibility for any amount or kind of loss or damage that may resort to You or a third party, including without limitation, any direct, indirect, punitive, or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money or loss or damages arising from or connected in any way to business interruption, and whether in thought (including without limitation negligence, contract or otherwise) in connection with the Goods or Services, in any way or in connection with the use, inability to use or the results of use of the Goods or Services, including but not limited to loss or damage due to viruses that may infect Your System or other property on account of Your using the Goods or Services, Your downloading of any material from any website, disc or other medium, or from opening an email or any of its attachments. Provided that nothing in this agreement shall exclude or limit SupastarzTV liability for death or personal injury caused by negligence, fraud, misrepresentation as to a fundamental matter or any liability which cannot be excused or limited under statutory law.
8.2. All costs associated with servicing, repair or correction of equipment, software or data or any other work carried out by SupastarzTV that is required due to Your actions or inactions in relation to, or use of, Your System will be at your additional expense.
8.3. You have responsibility to have adequate system protections (anti-virus, firewall, and spyware, malware, malicious code detection/prevention) installed and configured to provide regular updates. Consumables are not covered under any contract agreement.
8.4. SupastarzTV shall not be held liable for any costs or claims whatsoever that arise from Your neglect to meet the minimum requirements specified in clause 8.3.
9. ENTIRE AGREEMENT
9.1. The Terms together with the details contained in the Purchase Order constitute the entire agreement and understanding of the Parties (“the Agreement”) and supersedes any previous agreement between the Parties relating to the subject matter of the Agreement.
9.2. The Parties acknowledge and agree that in entering into the Agreement they are not relying on any Pre-Contractual Statement.
9.3. You acknowledge and agree that the only remedy available to You for breach of the Agreement shall be for breach of contract under the terms of the Agreement.
9.4. If any provisions of the Terms are inconsistent with provisions of the Purchase Order, the provisions in the Purchase Order shall prevail.
10.1. SupastarzTV has the right at any time to terminate the Agreement or part thereof with immediate effect and without liability or penalty to themselves by giving You written notice where:
10.1.1. You commit a breach of any of the Terms;
10.1.2. Any distress, execution or other process is levied upon any of Your assets or Your business;
10.1.3. You have a bankruptcy order made against You or You make an arrangement or composition with Your creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for winding up or for the granting of an administration order, or any proceedings are commenced relating to Your insolvency or possible insolvency;
10.1.4. You cease or threaten to cease to carry on business; or
10.1.5. Your financial position deteriorates to such an extent that in the opinion of SupastarzTV Your capability to adequately fulfil Your obligations under the Agreement with SupastarzTV has been placed in jeopardy.
10.1.6. Either Party may terminate the Agreement or any part thereof for any reason whatsoever by giving one month’s written notice to the other Party.
10.1.7. Upon notice of termination having been given all outstanding monies owed to SupastarzTV by You must be settled within fourteen days of receipt of that notice.
10.1.8. Following termination of the Agreement or part thereof under the Terms all rights and obligations of the Parties shall cease except for those rights and obligations that are intended, by implication or expressly stated, to continue beyond termination.
10.1.9 .Reasons for cancellation may include, but are not limited to, staff illness, short notice medical or family emergencies, or natural/human disasters/events.
10.1.10. Upon any discovery of unsafe filming environments relating to the project, or production circumstances that pose a significant risk to our health or wellbeing, we reserve the right to cancel the production session and you will be liable to a charge
11.1. For the purposes of the Agreement, Confidential Information shall mean the existence and terms of the Agreement and all information (of whatever nature and however recorded or preserved) disclosed by one Party to the other, which:
11.1.1. Is marked as or has been otherwise indicated to be confidential; or
11.1.2. Derives value to a Party or any member of a group of companies to which that Party belongs from being confidential; or
11.1.3. Would be regarded as confidential by a reasonable business person; or
11.1.4. Any information received or obtained by SupastarzTV ; except to the extent that such information is already in the public domain at the time of disclosure or enters the public domain otherwise than by a breach of any obligation of confidentiality under the Agreement.
11.2. The Parties shall keep confidential all Confidential Information and not use it except for the purpose of exercising or performing their rights and obligations under the Agreement.
11.3. The Parties may disclose Confidential Information to their employees, officers, professional representatives or advisers, sub-contractors and agents, provided that such persons:
11.3.1. Need to know it for the purpose of exercising or performing that Party’s rights and obligations under the Agreement;
11.3.2. Have been informed of the confidential nature of the Confidential Information divulged; and
11.3.3. Agree to act in compliance with the confidentiality requirements of the Agreement.
11.4. The Parties must not disclose Confidential Information to any third party or use it except as otherwise permitted in the Agreement.
11.5. Notwithstanding any other provision of the Agreement, it shall not be a breach of the Agreement for either Party to disclose any Confidential Information pursuant to:
11.5.1. A court order; or
11.5.2. A binding request from a regulatory (or other analogous) authority with jurisdiction; or
11.5.3. From any other third party with power to require the disclosure of such information; provided that (to the extent it is legally permitted to do so) the affected Party gives reasonable notice of such disclosure to the other Party.
11.6. Subject to the other terms of the Agreement, the terms of this clause 17 shall continue to apply notwithstanding termination of the Agreement or any other cessation of any business relationship between the Parties.
12. Handling of your project’s footage and files during the project term
12.1. We will take all reasonable steps and precautions to protect the footage files we gather during your project.
12.2. We cannot be held liable if footage files are lost, damaged or stolen whilst in our possession. This includes, but is not limited to, theft under all offences listed in the Theft Act 1968. Other causes of loss of footage may include, but are not limited to, natural/human disasters/events, human error and computer system malfunction or failure.
12.3. In circumstances where footage files cannot be recovered, we will decide whether to re-produce the content at no additional cost to you, or terminate the project with a refund of your deposit.
12.4. In any circumstances covered in Section 9.3, we cannot be held liable for any of your costs incurred for the original project. This may include, but is not limited to, actor, actress, presenter and director fees, location or studio hire and travelling expenses.