THE PENNY LANE FILM COMPANY
Term & conditions
October 2021

1. DELIVERABLES

The term “Deliverables” refers collectively to Services and Products. The Penny Lane Film Company will provide video production services to the Client in relation to the creation of creative artistic work. The specific nature of the services that The Penny Lane Film Company will provide will be as agreed in writing by The Penny Lane Film Company and the Client and contained in a written quotation with an outline of approach, pricing and schedule of work.

The Penny Lane Film Company warrants that any services that it provides as part of the deliverables will be provided with a reasonable level of care and skill, using appropriately skilled personnel.

These Terms and any written Production Schedule outline the agreement between The Penny Lane Film Company and the Client in relation to the supply by The Penny Lane Film Company of Deliverables. They supersede any document that the Client may issue (such as a purchase order), and all prior agreements, negotiations, communications and representations by the parties.

2. QUOTATIONS

If the Client requests it, The Penny Lane Film Company may issue a quotation in respect of any Deliverable proposed to be provided under these Terms. The quotation remains open for acceptance for up to 30 days from the date of issue.  The Penny Lane Film Company may withdraw a quotation at any time. The Client can accept a Quotation by signing a copy of it and sending to The Penny Lane Film Company, or if The Penny Lane Film Company by e-mail.

If the Client accepts The Penny Lane Film Company’s quotation, The Penny Lane Film Company will issue a Production Schedule setting out the following details:

a. the nature of the Deliverables to be provided pursuant to the Production Schedule;
b. any specifications for the Deliverables;
c. a production plan or script outline for the preparation of the Deliverables;
d. the fee payable to The Penny Lane Film Company for the Deliverables and the payment schedule for the Deliverables;
e. the deposit amount to be paid in advance on account of the Deliverables which is 50% upon agreement to proceed and 50% upon delivery of the final export or equivalent.

Once the Client accepts the Production Schedule and pays the specified 50% payment referred to in paragraph e. The Penny Lane Film Company will begin providing the Deliverables in accordance with the Production Schedule. The Client can accept a Production Schedule by signing a copy of it and sending it to The Penny Lane Film Company, or by e-mail. To the extent of an inconsistency between these Terms and a Production Schedule, the Production Schedule prevails.

Any quotation that The Penny Lane Film Company gives is based on the information that was provided to The Penny Lane Film Company at the time of quotation.

If that information is later found to be inaccurate or there is a change to the nature or scope of the Deliverables or if circumstances change, The Penny Lane Film Company may charge an additional amount calculated on a time and materials basis at The Penny Lane Film Company’s standard scale of charges. to be mutually agreed upon before proceeding.

3. PRODUCTION RATES, EXPENSES & INVOICING

Unless the price for the Deliverables is stated in a Production Schedule to be fixed, The Penny Lane Film Company is entitled to charge the Client for Deliverables on a time and materials basis at The Penny Lane Film Company’s standard scale of charges from time to time. The Client will also pay The Penny Lane Film Company any licensing or other fee that The Penny Lane Film Company is required to pay to obtain or maintain a licence for the Client for any music or other creative artistic work together with The Penny Lane Film Company’s own charge that it levies for handling and/or obtaining any relevant sub-licences.

If The Penny Lane Film Company is required to attend the Client’s or any other premises for any reason pursuant to these Terms, the Client will reimburse The Penny Lane Film Company for reasonable transport and/or accommodation expenses incurred by The Penny Lane Film Company in doing so.  All travel and accommodation will be charged at cost.  However this does not include transport expenses within 25km of the Sydney Central Business District. The Client will also indemnify The Penny Lane Film Company and keep it indemnified for all expenses The Penny Lane Film Company may incur on the Client’s behalf or in carrying out its obligations under these Terms.

The client will indemnify us for all expenses we incur on your behalf or in carrying out our obligations under these Terms (including freight, handling, insurance, prints, materials, proofs and media and any contracts that we enter into as your agent)

The Penny Lane Film Company’s invoices are payable within 21 days of the invoice date. Payment is to be made by direct debit to an account nominated in writing by The Penny Lane Film Company (and must confirm to The Penny Lane Film Company in writing when it has done so).

Upon payment in full for the Deliverables, The Penny Lane Film Company grants the Client a non-exclusive and non-transferable perpetual licence to use the Intellectual Property for the Client’s own business purposes However, the Client must not copy or use any of the Intellectual Property for any other purposes, or permit any act to be done, that infringes The Penny Lane Film Company’s (or its licensors’) intellectual property rights including music.

The Client must ensure that the written details for any Deliverable (whether in the Production Schedule, script or call sheet) meets with the Client’s requirements prior to the work commencing under this document.

4.  INTELLECTUAL PROPERTY

Except to the extent agreed in writing by The Penny Lane Film Company before The Client agrees to the Production Schedules, all intellectual property rights relating to any footage, edit, graphic design, animation or other creative artistic work provided to the Client by or on behalf of The Penny Lane Film Company pursuant to these Terms the “Intellectual Property” remains the property of The Penny Lane Film Company.  The Penny Lane Film Company may display its own copyright and intellectual property notices on any Products and the Client must not, remove, obscure, deface or alter such copyright and intellectual property notices.

5.  CONFIDENTIALITY

Each party acknowledges the confidentiality of the other party’s confidential information. Neither party will gain a right or interest in the other party’s confidential information, other than for the purposes contemplated by these Terms. Each party must keep all of the other party’s confidential information confidential, and only use it for the purposes of fulfilling its obligations under these Terms. However this obligation will not apply to information which: (a) was in the public domain when it was provided to a party, or later enters the public domain, through no fault of the party; or (b) the party is obliged by law to disclose, provided that it has first advised the other party of this obligation.

6. TERM AND TERMINATION

Either party may terminate the agreement under a Production Schedule or these Terms generally, if the other party:

(a) breaches a material obligation under these Terms and does not remedy that breach within 14 days of a written notice of that breach from the other party; or
(b) is or is deemed to be insolvent, or ceases to conduct it business in the ordinary way (except if it has assigned its rights and obligations under these Terms in accordance with these Terms prior to that occurring), or an administrator, receiver, receiver and manager, official manager, liquidator, provisional liquidator, or similar is appointed in respect of the other party or any of its assets.

On termination of an agreement under a Production Schedule or these Terms, The Penny Lane Film Company is entitled to invoice the Client for all Deliverables provided or in the process of being delivered but not yet invoiced, including Products ordered for the Client but not yet delivered and invoiced (unless the Products can be returned to their supplier for a refund without cost or penalty). If any amount payable under these Terms remains unpaid 30 days after termination then, without prejudice to The Penny Lane Film Company’s other rights, all licences granted to the Client for which payment has not been received shall automatically terminate, and The Penny Lane Film Company may retake possession of any unpaid products.

The Client’s obligations including any obligations to indemnify Intellectual Property and each party’s obligations under Confidentiality and this clause survive the termination of any agreement under these Terms for any reason.

7. FILMING CANCELLATION / POSTPONEMENT

If filming is required to be cancelled or postponed for reasons beyond either parties control, the following must be considered:

i)    Cancelled in full more than 48hrs before the shoot date: The Client will be liable to pay the incurred costs for crew in pre-production, and incurred costs for location, wardrobe, props or equipment hired / purchased specifically for the shoot.

ii)    Cancelled in full under 48hrs before the shoot date: The Client will be liable to pay the incurred costs for crew in pre-production, and incurred costs for location, wardrobe, props or equipment hired / purchased specifically for the shoot, as well as 100% of the total production budget, not including post-production

iii)     Postposed more than 48hrs before the shoot date: The Client may be liable to pay for any location, wardrobe, prop or equipment hired / purchased specifically for the shoot, that are perishable or not refundable.

iv)    Postponed under 48hrs before the shoot: The Client will be liable to pay incurred costs for location, wardrobe, props or equipment hired / purchased specifically for the shoot, as well as 50% of the production crew fees.

Both parties must agree to the cancellation or postponement before a decision is made, but final decision will rest with The Client.

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This includes, but is not limited to, any State of Federal government lockdowns relating to COVID-19 or similar bio-hazard concern.

8. WEATHER PROVISIONS

If exterior filming is required, The Penny Lane Film Company will to the best of their ability and using available information brief The Client on the location conditions and if inclement weather could impede filming. The Penny Lane Film Company will provide a ‘Weather Day Cancellation Fee’ quote if requested with initial Production Schedule to illustrate what costs will be incurred if rain, hail, snow, fire or intense heat causes filming to move to an alternate day.

If The Client does not request an initial ‘Weather Day Cancellation Fee’ quote, they will be liable for 100% of that day’s production costs if postponed less than 24 hours before, as well as any costs tied to location, props, wardrobe or equipment hired over subsequent days that can not be refunded.

If filming is cancelled in full due to weather, The Client will be liable to pay 100% of pre-production and filming costs, not including post production costs.

9. GENERAL PROVISIONS

These Terms are governed by and will be interpreted according to the laws of NSW, and the parties consent and submit to the jurisdiction of the NSW courts.

If any provision of these Terms proves to be illegal or unenforceable for any reason, that provision is deemed omitted without affecting the remaining provisions and the remaining provisions of these Terms shall continue in full force and effect.

Any notice required or contemplated by these Terms is deemed to have been properly given to a party if it is in writing, properly addressed and delivered personally, or mailed postage prepared addressed or by facsimile to the party at its addresses set out in these Terms, or such other address nominated by a party in writing.

The Client may not assign any of its rights or obligations under these Terms without The Penny Lane Film Company’s prior written consent. The Penny Lane Film Company may arrange for subcontractors to perform any of its obligations under these Terms or a Production Schedule.

The Penny Lane Film Company’s failure, delay or neglect to enforce a term of these Terms is not to be taken as a waiver of that term or The Penny Lane Film Company’s rights, or a consent to, a waiver of, or any excuse for any different, continuing, or subsequent breach.

These Terms may only be amended or varied by written agreement of the parties.