RED SQUARE MEDIA TERMS & CONDITIONS CONTRACT
By accepting this contract you are agreeing to the terms and conditions as laid out below.
1. DEFINITIONS
The term ‘RSM’ hereafter refers to Red Square Media for the purpose of this agreement.
The ‘Creative Works’ means a still photo image, video, timelapse output, graphic design or other creative works by RSM on any photographic material or medium furnished by RSM, whether negatives, transparencies, prints or any other type of physical or electronic material.
2. COPYRIGHT & OWNERSHIP OF MATERIALS
Copyright to all Creative Works remains the property of RSM, unless there is a written agreement signed by both parties to the contrary subject to the usage in Rights Licensed.
RSM shall be considered the sole author of the Creative Works. Even in the case of RSM working to concepts or layout, the final Creative Works shall be considered to be RSM’s interpretation.
3. RIGHTS LICENSED
All Creative Works supplied to the client will include an unrestricted licence to the Client only, for use in perpetuity, unless agreed otherwise in writing by RSM.
No rights license or usage of any Creative Works may be given, assigned, or transferred in any manner without RSM’s prior written consent to any third party. Third parties include, but are not limited to, the Client’s stakeholders, sponsor, guests, donators or contributors.
Should any third party request the Creative Works for their own use, a separate usage licence and licence fee may be payable to RSM.
In the event the Creative Works is required to have a specific licence not covered explicitly by this agreement, the licence will be granted only for the usage as set out in the estimate and will come into effect from the date the relevant fee is received by RSM.
4. EXCLUSIVITY
The Client will be authorised to publish the Creative Works to the exclusion of all other persons or parties.
Unless there is an agreement to the contrary, RSM retains the right in all cases to use the Creative Works in any manner at any time in any part of the world for the sole purpose of promoting its work.
In the case of an exclusivity period indicated in the license (if applies), on expiration of the exclusivity period RSM will be entitled to use the Creative Works for any purpose and offer the Client the first right to extend the licence, upon payment of the fee and only if there has been a time limit placed on usage rights.
5. INDEMNITY
RSM will not be liable for any legal action, claim or damages resulting from or arising out of the publication of the Creative Works or other use by the Client. The Client indemnifies RSM against any claims and/or damages, including reasonable counsel fees arising from the Client’s use of the Creative Works and RSM’s use of the material on instruction from the Client.
6. PAYMENT TERMS
The Client will pay all expenses referred to herein and those incurred to execute the assignment, including any debt recovery costs. Assignments may require an appropriate retainer to retain the services of RSM. The Client agrees to pay in full the remaining balance of the Client’s package including any incurred expenses.
The terms of payment are 14 days after the invoice issue date. This comes becomes due prior to the delivery of all images. In some cases, full or partial upfront payment will be required in which case details will be stated on the cost estimate.
Payment of invoices should be done via EFT, by MasterCard or Visa. All credit card transactions incur a 2.2% surcharge which is subject to change.
7. CLIENT APPROVAL
The Client is responsible for having its authorised representative present during all ‘shooting & capture’ phases of the assignment.
If no representative is present RSM’s interpretation shall be accepted. The Client is bound by all approvals and job changes made by the Client’s representatives. Unless a rejection fee has been agreed in advance, there is no right of rejection.
The Client is responsible for regularly checking the Timelapse Client Portal throughout the project duration to ensure the capture remains within the Client’s desired work scope.
Variations to the original scope of works will be communicated to the Client and charged at the standard photographer’s fee. The Client agrees to pay fees for all requested work within the original scope and any additional amendments.
8. OVERTIME
In the event any assignment extends beyond the original estimate or package agreed in any one day, RSM will charge overtime based on an hourly rate in increments of 30 minutes. Overtime will be charged also for any crew members and assistants at their hourly rate of fee in increments of 30 minutes. Any rental equipment will also be charged at the appropriate hire rates.
In the case of Long Term Timelapse capture, the agreed monthly fee will continue to be charged and payable until camera decommissioning occurs as agreed.
9. CANCELLATIONS AND POSTPONEMENTS
The Client will agree to immediately advise RSM in writing of any alterations in the details of the assignment brief including postponement or cancellation for any reason.
The Client is responsible for payment of all expenses incurred up to the time of cancellation or postponement.
AT RSM’s discretion, a cancellation fee may be charged as prescribed below based on RSM’s fees in the cost estimate or contract:
Cancellation/postponement within 7 days of event – 50% of RSM’s Fee
Cancellation/postponement within 2 days of event – 75% of RSM’s Fee
Cancellation/postponement within 24 hours of event – 100% of RSM’s Fee
10. RE-SHOOTS
RSM will charge 100% fees, charges and expenses for any re-shoot requested by the Client.
RSM will not be held responsible for shoots which cannot be executed or completed due to lack of subject matter availability such as site not being ready, talent not being available, product not being delivered to the agreed destination.
11. CONTRACT OF SOLE PURPOSE
RSM agrees to accept the commission based on the supplied brief from the Client for the scope of works. Should the nature or purpose of the brief be significantly changed prior to, on the day of the shoot, during the project period or post-shoot, RSM retains the right to either refuse to continue with the project or re-negotiate the estimate and deliverables based on the new brief.
12. ENTIRE AGREEMENT
This agreement is the entire agreement between the parties with respect to the subject matter. Unless otherwise agreed by RSM in writing there will be no alteration, modification or interpretation of this agreement. This agreement is binding unless expressly stated in writing and signed by the Client and RSM.
This agreement applies to the current commission and all future work carried out for the Client by RSM, unless a new agreement is signed by both the Client and RSM.
13. AGREEMENT OF TERMS
The Client agrees to this agreement by accepting (verbally or in writing) to proceed with RSM’s services.
This includes, but is not limited to, booking a shoot date, accepting a cost estimate, agreeing to RSM carrying out the works or having RSM attend the worksite to carry out the agreed works.
Internal Code: 240101V2.2