These Terms and Conditions form part of the Booking Form/Quotation between GOOD Stills FZ LLC and the Client.
The below is agreed by the client once GOOD Stills receives the LPO/signed quotation.
1. THE CREATION OF THE MATERIALS
1.1 The Client has requested the provision of the Services by GOOD Stills, and GOOD Stills agrees to provide the Services as set out in this Agreement. GOOD Stills agrees to produce and deliver the Materials to the Client on the terms set out in this Agreement. The Client acknowledges that GOOD Stills will not be supplying the Excluded Services.
1.2 The parties agree that GOOD Stills is only required to provide the Services and/or deliver the Materials to the Client. No other Services or Materials will be required to be designed, produced, provided or delivered to the Client, unless agreed by the parties in writing.
1.3 Without limiting the above clauses, the Client agrees that GOOD Stills will not be required to deliver or otherwise furnish to the Client any underlying Materials or other Materials it uses to create the Materials, even if the Materials were created as a result of the creation of the Materials.
2.1 In consideration of the supply of the Services and the Materials in accordance with this Agreement, the Client will pay GOOD Stills the Fee in accordance with the Payment Schedule upon receipt of appropriate invoice/s.
2.2 GOOD Stills acknowledges that the Fee includes all costs associated with the provision of the Services and the Materials and the grant of the Usage Rights under this Agreement and no extra charges will apply except as set out in this Agreement or as otherwise agreed by the parties in writing..
2.3 If the Client fails to pay the Fee in accordance with the Payment Schedule, GOOD Stills has the right to:
-withhold the delivery of the Materials and the parties acknowledge that, under these circumstances, failing to deliver the Materials by the Estimated Delivery Date will not be considered to be a breach of this Agreement; or
-immediately terminate this Agreement and it is agreed that GOOD Stills has no liability to the Client for any reason arising from the resulting termination and has the right to retain any Fees paid as at the date of termination.
-the terms of payment are 50% advance upon issuing the LPO, and balance within 30 day of invoicing. If any invoice crosses 90 days of non payment, an interest rate of 1% will be charged monthly on the total (unpaid) invoice amount starting the date of issuance of the invoice. If a legal team is involved for debt collection, all fees pertaining to it will be paid by the client.
2.4 If the Client has total outstanding invoices that are over their credit limit (as agreed from time to time with GOOD Stills), GOOD Stills has the right to hold any of the Materials including any high resolution images until payment has been settled in full.
2.5 Back-up receipts for third party and other costs can only be provided if requested prior to confirmation of the provision of the Services. If back-up receipts are required there will be an accountancy charge of 3.5% of each Fee.
2.6 GOOD Stills will keep all props, wardrobe and other things used in the provision of the Services unless specified otherwise in writing prior to the provision of the Services. If, in the reasonable opinion of GOOD Stills, extra insurance is required because of the value or nature of any props, wardrobes and things used in the provision of theServices, GOOD Stills may require the Client to pay for additional insurance.
3.1 If the Client is not present on the Shoot Dates, the Client acknowledges and agrees that it will have no right to reject the Materials in whole or in part and will remain fully liable for payment of the Fee to GOOD Stills.
3.2 If the Client is present on the Shoot Dates the Client acknowledges and agrees that it will still have no right to reject the Materials in whole or in part and will remain fully liable for payment of the Fee to GOOD Stills.
3.3 In case of any dispute relating to the provision of the Services, the Client will immediately inform GOOD Stills about the disagreement and GOOD Stills will use reasonable endeavors to resolve the disagreement.
3.4 The Client must inform GOOD Stills immediately during the Shoot Dates if there are any complaints or issues with the provision of the Services. GOOD Stills will deal with those issues and complaints as soon as practicable.
3.5 Disputes, complaints or issues raised under clause 3.3 or 3.4 cannot be addressed after the Shoot Dates and, when raised after the Shoot Dates, do not entitle the Client to a reduction in the Fee.
4.1 The Client agrees that any changes to the Services or the Materials or the Estimated Delivery Date that may be made by the Client may result in an increase in the Fee, as may be determined by GOOD Stills, and that the amended Fee must then be paid in full by the Client before GOOD Stills will undertake to provide the changes.
4.2 GOOD Stills may have to alter the Estimated Delivery Date, and the parties agree that such a change will not be considered a breach of this Agreement if
GOOD Stills informs the Client of the change to the Estimated Delivery Date..
5.1 The Client agrees that all rights in and relating to the Materials and ownership of all physical materials relating to the provision of the Services (the “Works”) will vest in the photographer at all times throughout the world unless otherwise agreed in writing and in advance.
5.2 In consideration of the payment of the Fee to GOOD Stills, GOOD Stills (and the photographer) agrees to grant the Usage Rights in the Works to the Client on the date that the Fee is paid in full.
5.3 The Client agrees that it must restrict the use of the Works to the Usage Rights. The Usage Rights come into effect from the date of full payment of the Fees. The Client agrees that no use may be made of the Works before payment in full of the Fees unless GOOD Stills and/or the photographer agree otherwise in writing and which may be revoked at any time if full payment of the Fees is not made or if the Client goes into receivership or liquidation.
5.4 Any further use outside the scope of the Usage Rights (including use in relation to another product or sub-licensing through a photo library) will be subject to the photographer’s prior written approval and the terms of that further use must be negotiated by the Agent and is normally subject to the payment of further fees by the Client. GOOD Stills is not in any way responsible for any action that may arise because of the use of the Works beyond the Usage Rights or by any entity other than the End User or any other breach of this clause
5.5 The Client acknowledges that photographers, models and all other people associated with the provision of the Services are able to work for any competitor of the Client, unless agreed otherwise and subject to negotiation and payment of an exclusivity fee.
5.6 If the Client is not the End User, the Client will ensure that the End User is aware of the restriction under this clause 5 and complies with clause 5. Without limiting the generality of clause 9, the Client indemnifies GOOD Stills for any loss or damage arising directly or indirectly from a breach of this clause by the Client and/or the End User.
5.7 If the Client requires additional rights in respect of the Works, GOOD Stills will set a fee for the additional rights and will, if the additional fee is paid and agreed by the Client, seek those additional rights from all third parties that must provide those rights for the Client. GOOD Stills can not guarantee that rights additional to the original Usage Rights will be granted.
5.8 Notwithstanding any other clause in this Agreement, the Client acknowledges and agrees that the photographer and GOOD Stills, unless otherwise agreed in writing prior to the provision of the Services, both have the right to use any of the Works for self promotion through any means (including without limitation social media, website, newsletters and marketing collateral) as soon as the Works have exploited by the Client in accordance with the Usage Rights.
5.9 The Client will supply the Client Materials for use in the creation of the Materials. The Client must arrange and obtain all licenses and other written permissions necessary for the use of the Client Materials by GOOD Stills. The Client Materials will be returned to the Client upon request after the Estimated Delivery Date.
5.10 All Materials other than Client Materials that are used to produce the Materials will remain the property of GOOD Stills and can be used by GOOD Stills in any manner which GOOD Stills sees fit in its sole discretion unless agreed in writing prior to the Shoot Dates.
5.11 GOOD Stills will not use any third party materials within the Materials without prior written approval of the Client.
5.12 GOOD Stills will contract with all personnel for production of the Materials so as to ensure that no conditional payments are due to any such personnel in relation to the exploitation of the Usage Rights in the Materials by the Client.
5.13 If the Client requires release forms from any personnel providing the Services, they must inform GOOD Stills in writing prior to the provision of the Services.
5.14 Where the Materials are captured and/or delivered to the Client in digital format, it is the Client’s responsibility to archive the Materials upon receipt. The Client should treat such Materials carefully (nothing that CD and DVD are unreliable archival media) and keep a safe copy for the duration of the grant of Usage Rights. GOOD Stills will not archive any Materials unless agreed otherwise in writing at the time of delivery of the Services.
5.15 Except for the purposes of reproduction for the Usage Rights, the Materials may not be passed on to any third party, including any associated or branch office of the Client, without the written permission of GOOD Stills. Manipulation of any part of the Materials may only take place with the permission of GOOD Stills.
6. ADVERTISING AND PUBLICITY
6.1 The Client acknowledges and agrees that, after the Estimated Delivery Date, GOOD Stills has the right to use and refer to the Materials in any manner that promotes GOOD Stills. The Client also acknowledges and agrees that any people providing the Services on behalf of GOOD Stills also have the right to use and refer to the Materials to promote their professional reputation.
6.2 The Client acknowledges that, for the duration of the Usage Rights, GOOD Stills and all third parties directly involved in the creation of the Materials retain the rights in all cases to use the Materials in any manner at any time and in any part of the world for the purposes of advertising or otherwise promoting their work. After the Usage Rights have expired, GOOD Stills will be entitled to use the Materials for any purposes.
7.1 If the Shoot Dates are cancelled or postponed by the Client or for any reason outside the control of GOOD Stills (including unsuitable weather or light), GOOD Stills reserves the right to charge a cancellation fee at the following rates together with any expenses incurred by GOOD Stills up to the date of cancellation:
7.1.1 where the duration of the Shoot/Prep Dates was less that 48 hours and cancellation or postponement is made:
18.104.22.168 within 2 days notice of the start of the Shoot Dates, GOOD Stills reserves the right to claim 100% of the Fee;
22.214.171.124 between 3 to 7 days notice of the Shoot, GOOD Stills reserves the right to claim 75% of the Fee; and
126.96.36.199 by providing more than seven days notice, GOOD Stills reserves the right to claim 50% of the Fee; or
7.1.2 where the duration of the Shoot Dates was greater than 2 days and cancellation or postponement is made:
(i) during the Shoot Dates, GOOD Stills reserves the right to claim 100% of the Fee;
(ii) prior to the start of the Shoot Dates, but within a duration equal to twice the duration of the Shoot Dates, GOOD Stills reserves the right to claim 75% of the Fee; and
(iii) prior to the start of the Shoot Dates and within a duration greater than twice the duration of the Shoot Dates, GOOD Stills reserves the right to claim 25% of the Fee.
7.2 The Client agrees that the above provisions are reasonable and will take advice about the advisability of obtaining insurance in relation to cancellation or postponement of the Shoot Dates for reasons outside of the control of the parties.
7.3 If the Shoot Dates are cancelled because of the absence or ill health of any member of the personnel of GOOD Stills, GOOD Stills will not be liable for any loss or damage suffered by the Client.
7.4 If GOOD Stills cancels the supply of the Services for the Shoot Dates, and replacement Shoot Dates (under clause 8.1) can not be arranged, that part of the Fee that was paid in advance by the Client will be repaid in full, within fourteen days of the cancellation.
8.1 Subject to clause 9.2 and 9.3, each party will indemnify the other against all expenses, damages, claims and legal costs arising from any breach by the indemnifying party of its obligations or warranties under this Agreement.
8.2 In no circumstances is a party to be liable for any indirect or consequential loss or damage suffered by the other or any other person arising out of, in connection with or relating to the performance, breach or non-observance of this Agreement by that party. Each party agrees that loss of profits or loss of business opportunities, however occurring, will constitute indirect or consequential loss or damage.
8.3 Both parties agree that their individual liability to indemnify each other under clause 8, or any matter relating to this Agreement, will be limited to the Fee.
8.4 The Client will be responsible for the health and safety of all personnel providing services to GOOD Stills to supply the Services and create the Materials. The Client must maintain adequate insurance cover to underwrite its obligations to the personnel and indemnifies GOOD Stills in respect of any claim by, for and on behalf of, the personnel for loss or damage in these circumstances.
8.5 GOOD Stills cannot be held responsible for negligent, unauthorized or illegal actions or conduct of personnel that are providing the Services on behalf of GOOD Stills during the Shoot Dates.
8.6 GOOD Stills will not be liable for any unauthorized actions of third parties in relation to use of Materials or any other materials created under this Agreement.
9.1 In this clause, “Confidential Information” means all information exchanged between the parties (either before or after the date of this Agreement) for or in connection with the performance of this Agreement, but does not include information which:
is or becomes public knowledge other than by breach of this Agreement or by any other unlawful means;
is in the possession of a party without restriction in relation to disclosure before the date of receipt from the other party or prior to that party's execution of this Agreement, as the case may be;
has been developed or acquired by a party independently of this Agreement; or
is required by law to be disclosed.
9.2 The terms and conditions of this Agreement and the Confidential Information are confidential and may not be disclosed by a party without the written consent of the other party otherwise than for:
the purposes of this Agreement; or
as required by law.
9.3 The Client acknowledges that the information contained in this Agreement including the financial terms are confidential in nature and Client will not disclose them to any third party without the prior consent of GOOD Stills. The Client acknowledges that this clause is material to the operation of this Agreement and that GOOD Stills may terminate this Agreement immediately (without prejudice to any other rights or remedies it may have) for a breach of this clause.
10.1 The Client specifically agrees not to circumvent or bypass GOOD Stills with respect to the provision of the services of any of the crew that are involved in the provision of the Services. To give effect to this clause, the Client agrees that it will negotiate all future bookings for any member of the crew directly with GOOD Stills.
10.2 No waiver by a party of any breach of any of the provisions of this agreement will be construed as a waiver of any preceding or succeeding breach of any provision of the agreement.
10.3 Neither party will be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party will be entitled to a reasonable extension of its obligations.
10.4 The Client will not be entitled to assign any rights or obligations or in any way delegate its duties under an Agreement or under these Terms and Conditions:
unless to an End User, in which case the End User must comply with the Agreement in question; or
without the prior written consent of GOOD Stills.
10.5 This Agreement is the entire agreement between the parties and supersedes any prior or contemporaneous agreement, oral or in writing. There are no promises, terms, conditions or obligations, oral or written, expressed or implied other than those contained in this Agreement.
10.6 This Agreement may only be amended in writing signed by the parties.
10.7 If any provision of this Agreement is determined by any statute or court having jurisdiction to be illegal, invalid, void or voidable that provision will be deemed to be deleted to the same extent and effect as if it was never incorporated, and the remainder of this agreement will continue in full force and effect.
10.8 This Agreement will be binding upon and will continue for the benefit of the parties, and their respective successors (including but without limitation, in the case of natural persons, their legal personal representatives) and permitted assigns.
10.9 Nothing in this Agreement will be construed as constituting a partnership, joint venture, employment or agency relationship between the parties.
10.10 Each party will bear its own costs in relation to the negotiation, preparation and execution of this Agreement.
10.11 This Agreement may consist of a number of copies, each signed by a party to the Agreement. If so, the signed copies are treated as making up the one document.
11. GOVERNING LAW
11.1 This Agreement will be governed by and construed in accordance with the laws in force in the Emirate of Dubai and the parties to this Agreement submit to
the non- exclusive jurisdiction of the courts of the Emirate of Dubai.
12.1 All quotations, rate cards shared in 2017, are exclusive of VAT starting January 2018 according to the UAE Law.
All quotations sent in 2017 which are produced/shot in 2018, will be applicable to 5% tax according to the UAE VAT terms, unless decided otherwise, in writing between GOOD Stills and the client.