Terms of Business

1.1

“The Client” is the legal entity who accepts the Proposal (where more than one theyare joint and severally liable) and to whom Paragon Pictures delivers the Services.

1.2

“The Proposal” is the accompanying email/PDF document which sets out theServices to be provided to the Client.

1.3

“The Services” are those set out in the Proposal. The Services are to be delivered inline with a written brief for the production of media.

1.4

“The Deliverables” are the digital files created as part of the Services.

1.5

“Paragon Pictures” is Paragon Pictures Limited company number 09916865 whoseregistered office address is Studio House, Battersea Road, Heaton Mersey, Stockport,England, SK4 3EA.

2.1

The Price for the Services is set out in our Proposal. (“the Fees”) The Fees include anyexpenses that will be incurred by the Paragon Pictures, unless separately agreed inwriting. Any variations to the Services must be confirmed in writing between theparties and may incur additional Fees.

2.2

Paragon Pictures shall invoice the Client for 25% of the Fees upon entering thisagreement and cleared funds must be received before the Services can commence.

2.3

The balance of the Fees shall be payable within 30 days of a final invoice which willbe issued to the Client: either, on the day following the final day of production(where applicable); or, when Deliverables are provided to and accepted by the Clientupon completion of the post production.

2.4

In the event that the Client requires any additional post-production work, or anyDeliverables to be undertaken or created which were not set out in the Proposal, then an additional Fee may be levied which shall be agreed between the parties before any additional work is undertaken. Additional Deliverables may affect the deadlines for delivery.

3.1

The Services can be cancelled by either party in writing or by email subject to the matters set out in this clause.

3.2

If Paragon Pictures cancels the Services, the Fees will be repaid to the Client within 14 days of cancellation, and no further sum or compensation will be payable to the Client by Paragon Pictures arising from such cancellation.

3.3

If the Client seeks to reschedule the Services then Paragon Pictures will offer a reasonable alternative date for the Services. If such reasonable alternative date is not agreed by the Client, the Fees shall be forfeited.

3.4

If the Client seeks to cancel the Services at any stage after entering into this agreement but before any Services have been commenced by Paragon Pictures, then the Fees already invoiced shall be refunded if already paid by Client. Any documented expenses incurred as at the date of cancellation must be paid by the Client, and those paid shall also be non-refundable. In addition, once Services have actually commenced, a cancellation fee will be immediately due, which shall be 40% of the Fees less any Fees already paid. This is to reflect the costs and expenses which will already have been incurred by Paragon Pictures at the date of cancellation, and those costs and expenses already committed to, but not yet paid. It also reflects the lost time and profits to Paragon Pictures which was earmarked for the Services and the loss of opportunity to engage in other works or projects in this time.

4.1

The Client acknowledges that the Paragon Pictures owns all right, title and interest in and to the Images (specifically excluding any intellectual property contained therein which is and shall at all times remains the property of Client) until the Client has paid in full for all the Deliverables, and the Services are concluded. Once payment of all the Fees has been received, all rights, title and interest in and to the images and the Deliverables shall transfer to the Client.

4.2

The Client grants a licence to Paragon Pictures to use the Images if and when accepted by Client and/or the Deliverables for promotional purposes of Paragon Pictures only and agrees that Paragon Pictures shall have the non-exclusive right to make reproductions for marketing purposes, materials, portfolio entries, samples, editorial submissions and use or display on its website and/or in its studio, all solely for Paragon Pictures self-promotion and not for use by or in connection with any do so without first obtaining written permission of the Client.

4.3

The licence is personal, irrevocable, non-transferable and non-sub-licencable. The licence specifically allows Paragon Pictures to use images on a website, on social media channels, in other digital format or in print form, and to share extensively through such channels, subject to acknowledging the Client’s rights and ownership of the images when shared digitally.

5.1

Where appropriate and not provided by the client; Paragon Pictures will obtain all model rights necessary to enable Paragon Pictures to carry out the Services and thereafter for the Client to use the Deliverables, for a period of time and for the purposes agreed in the Proposal.

5.2

Paragon Pictures will obtain all consents and approvals from the owners and/or controllers of a location (shoot site) required to enable Paragon Pictures to carry out the Services at any location requested by the Client. Paragon Pictures reserves the right to refuse to undertake the Services if such consents and approvals cannot reasonably be obtained.

5.3

It is the Client’s sole responsibility to obtain model rights or any other rights or permissions, and/or to negotiate and/or comply with any other contractual requirements for model rights in the Deliverables after the conclusion of the Services, and/or any time periods and/or for any other purposes other than those agreed in the Proposal. The Client further agrees to indemnify Paragon Pictures against any costs or claims by any model featured in the Deliverables if such
subsequent consents and approvals have not been obtained and Client engages in usage.

5.4

Paragon Pictures may, in its absolute discretion, assist a Client with extending the terms of model rights or licences obtained in accordance with Clauses 5.1 or 5.2, but this will incur additional Fees.

6.1

The Client is responsible for ensuring that the Deliverables (in the format of digital files) are safely stored upon delivery or collection. Paragon Pictures is under no obligation to store or maintain copies of the files. Paragon Pictures shall retain footage for a period of up to 12 months, and thereafter will archive footage and cannot guarantee access or retrieval to the Client at any stage after the Services are concluded.

6.2

Copyright and Reproductions: Paragon Pictures owns copyright to all the raw and edited imagery subject to the matters set out in Clause 4. All photographic and video materials, including but not limited to proofs, sound recordings and previews, shall be the exclusive property of Paragon Pictures until paid for in full by the Client in accordance with clause 2. Physical ownership shall not constitute Paragon Pictures’ ownership of Client’s intellectual property contained therein. Paragon Pictures may refuse to release unedited imagery, often referred to as 'RAW'. Be advised that RAW files may be destroyed at any time after the Deliverables have been provided to the Client.

7.1

Paragon Pictures will produce the Deliverables on time, of good quality, and strive to create work that always meets or exceeds our high standards. Client satisfaction is Paragon Pictures' primary goal. The Parties agree to positive cooperation and communication for the best possible result within the definition of these Services. The Client acknowledges that the Deliverables are a creative work, and as such, reasonable artistic licence and discretion will be used in the capturing and editing of the resulting imagery while adhering materially to Client’s specifications.

7.2

In the event, that actions or inactions by the Client mean that a shoot has to be rescheduled (abandoned, cancelled, postponed and/or reorganised to another date), for example because of script changes by the Client, any costs incurred as a result of the rescheduled shooting would be charged to the Client, and the costs of rearranging the shoot on a new date shall also be payable by the Client.

7.3

The Client will have 14 days after delivery to make Paragon Pictures aware of any
issue, discrepancy, technical problem or any other complaint regarding the Deliverables' quality and contents. If no notification has been received, the Client will be deemed to have accepted the Deliverables. After this 14 day period has expired, Paragon Pictures will no longer be liable to the Client for any corrections, damages, refunds, re-edits or re-shoots. Re-edits after this time may be undertaken at the daily rate used within this project.

8.1

Paragon Pictures understands that our work is often scheduled for the Client with other projects, deadlines and completion requirements. We also understand that missing deadlines incurs costs and expenses, and we aim to avoid this wherever possible, and minimise as far as we can. Paragon Pictures shall meet any agreed upon performance dates and acknowledge that time is of the essence of the contract unless delays are the direct and sole result of Client’s failure to provide materials, and/or feedback in a timely manner.

8.2

Variations to the Services may only be agreed in writing by both parties.

8.3

The Fees will be paid after invoices rendered from time to time. VAT may be applicable. Payment terms are on invoice, and payment is not deemed to have been made until the Fees have been paid in full. If payment is not made in full and within time the Services may be suspended and payment in advance may be required before the Services are re - commenced.

8.4

Paragon Pictures reserves the right to require some or all of the Fees to be paid in advance of the commencement of the Services where applicable and agreed in writing.

8.5

Each party will keep the confidential information of the other party and any third party confidential and secret, and only use it for the purposes of supplying the Services and Products or making proper use of the Services. Each party recognises and accepts its obligations with regard to the control and the processing of personal data under the current data protection legislation and regulations. For more information on this, please see our Privacy Notice at https://www.paragonpictures.co.uk/privacy-policy

8.6

Paragon Pictures will use all reasonable care and skill in performing the Services.

8.7

Paragon Pictures' liability in respect of any loss of goodwill, loss of business, loss of profits, loss of anticipated savings, loss of use or for any other consequential, special or indirect loss or damage will be NIL.

8.8

In respect of any other direct losses (in Contract or Tort) the total liability of Paragon Pictures will not exceed £100,000.00 (one hundred thousand pounds) per claim.

8.9

Nothing in these Terms will exclude or limit liability for death or serious injury caused by Paragon Pictures' negligence or for any matters for which Paragon Pictures owes an indemnity obligation.

8.10

The Services may be terminated if payment of the Fees is not made in accordance with these terms, and this Agreement may be terminated by the non-breaching party or if the Client or Paragon Pictures commits a material breach of any of these terms and fails to remedy the breach within 14 days of being notified in writing, or if either party enters into any form of insolvency arrangement. Upon termination for Client’s breach only, Client shall immediately pay any outstanding sums to Paragon Pictures.

8.11

Paragon Pictures shall not be liable for any breach of contract due to force majeure. In particular, Paragon Pictures cannot be responsible for losses caused by adverse weather on shooting days. Please refer carefully to clause 7.2.

8.12

Nothing in these terms are intended to create a partnership or joint venture between Paragon Pictures and the Client, and no party has the right to act as agent for the other or to bind the other party in any way.

8.13

Paragon Pictures represents and warrants: (a) It has the full power and authority to enter into this Agreement and perform the Services and deliver the Deliverables as contemplated herein and in the Proposal; (b) the Services will be rendered and the Deliverables be of first class quality in accordance with highest industry standards; (c) Paragon Pictures will obtain all necessary rights and licenses as contemplated in the Proposal to ensure Client’s exploitation of the Deliverables under the terms and conditions agreed between the parties; and (d) Paragon Pictures will render the Services and create and deliver the Deliverables in compliance with all applicable laws, rules and regulations. Paragon Pictures shall indemnify, defend and hold harmless the Client against claims, actions, suits or proceedings and any related reasonable legal costs arising (losses) from any actual or alleged breach of this agreement by Paragon Pictures relating to the securing and delivery of the Services and the Deliverables as defined. The Client shall not be entitled to an indemnity to the extent that it fails to take reasonable steps to mitigate its losses once notified of the claim. The Client shall give Paragon Pictures prompt written notice of any such claim and cooperate reasonably with Paragon Pictures (at Paragon Pictures’ request and expense) in the defense and resolution of such claim. Paragon Pictures shall control the defense and resolution of such claim, provided the Client (at its expense and with counsel of its choosing) may participate in the defense and resolution of such claim. Any settlement of such claim shall require Client’s prior written approval.

8.14

These terms and any dispute arising from them shall be governed by the laws of England and
Wales.