Terms and Conditions
Sprat LTD. Terms and Conditions of Contract Video Production

For invoices under £2000, unless agreed otherwise in writing, 25% of the project cost as a deposit, must be paid after terms of contract are agreed. The remaining balance shall be payable on delivery of the final product.

For projects over £2000, a deposit of 20% will be required on confirmation of order. Sprat Ltd will issue an initial invoice for the deposit and a further invoice on successful delivery of the final approved product to be paid immediately unless stage payments have been agreed.

If payment is not received within 14 days of the invoice date, Sprat Ltd. will automatically charge interest at a rate of 8% per annum, which will be added to a re-submitted invoice.
Payment may be made by bank transfer, cheque or cash.

All cheques must be made payable to Sprat Ltd.

The customer’s requirements must be clearly approved by the client in writing before
commencement of work and subject only to one set of minor alterations thereafter.
Major alterations to a project, not agreed prior to the commencement of work, must be
made subject to a further written agreement.

A project will only be publicly released by Sprat Ltd once the customer approves all content
as complete and satisfactory.

A customer may terminate the contract at any time by written notice of termination.
When a customer terminates the contract, they will remain liable to pay in full for all work previously undertaken and in progress by Sprat Ltd. unless any other written agreement is reached in advance.
Any monies (excluding the deposit) held on account and unused will be returned subject to a 5% administration charge.

Sprat Ltd. reserves the right to refuse to use, publish or broadcast any information it considers obscene or morally unsuitable or which would breach copyrights, or which is libellous, defamatory or illegal.

Should such a submission occur, the customer will be advised which information was deemed unsuitable, and requested to amend the information. If the customer can show good reason to use the “unsuitable” information, its inclusion may be considered.

Sprat Ltd. cannot be held liable for loss or damage caused as a result of third party action or failure.
The client shall provide appropriate security arrangements for any filming outside of the United Kingdom for which Sprat Ltd provides crew or equipment and such arrangements shall be notified to Sprat Ltd in writing in advance of travel to that jurisdiction.

Sprat Ltd. cannot be held liable to any party for any errors on any medium after the customer has agreed in writing that the content is correct and accurate and should be posted, published or broadcast.

Customer contracts may be modified by agreement in writing at any time to add or delete services to better fit the customer’s needs.

If a project requires additional content this is, in effect, a contract change. An amendment will be made to the original contract and, once approved, becomes contractually binding.
E-mail correspondence shall be sufficient to prove changes to agreements for the form and content of programmes.

Sprat Ltd. will not commence work on any project until the emailed estimate has been agreed. In consideration of, and subject to, the final payment of full fees due to Sprat Ltd by the customer, Sprat Ltd hereby assigns to the customer with full title guarantee all the present and future copyright and other intellectual property rights howsoever arising in the content.
Any confidential or proprietary information which is acquired by Sprat Ltd. from a client company, person or entity will not be used or disclosed to any person or entity, except when required to do so by law. If required, Sprat Ltd. will sign and adhere to the conditions of any Confidentiality Agreement used by the client.

Any contract requiring Sprat Ltd. to work to specific deadlines provided within the written agreement will be deemed to include a proviso that the clients will make themselves reasonably available to communicate with Sprat Ltd.

Sprat Ltd. office hours are 9.00 a.m. to 6.00 p.m.
Any claims must be made in writing to Sprat Ltd. within 7 days of receipt of goods. If no
claim is made within this period the client is deemed to have accepted the goods at the
agreed price.

Should the customer have cause to make any complaint about service or programmes the
complaint, if put in writing, will be acknowledged by Sprat Ltd within 7 days and a detailed reply will be issued to the customer within a further 14 days thereafter. In cases of complaint, all relevant work together with invoice and original materials should be returned to Sprat Ltd.
Sprat Ltd shall be under no liability if unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by suppliers or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the client may, by written notice to Sprat Ltd, elect to terminate the contract and pay for work done and materials used but subject thereto shall otherwise accept delivery when available.

Performers Release usage
At all times Sprat Ltd advises and recommends its Clients to use and enforce Performers Release Forms. Sprat Ltd will accept no discounts or liability if the production must be re- edited due to a Performer refusing permission to show their image or use their audio in whatever form.
Copyright (material provided by client)
In the event of the Client providing material (video, audio, photographs, logos etc) for inclusion into a Sprat Ltd production, copyright must firstly be obtained from the original copyright owner / material provider. In order for Sprat Ltd to use this material the copyright must be explicitly transferred to Sprat Ltd or the material to be provided to Sprat Ltd totally free of charge and the client will have to indemnify Sprat Ltd against any future possible claims, disputes, expenses or similar that may arise for a third party concerning usage of such material.
Health and Safety

In all instances Sprat Ltd will reserve the right to remove any of its personnel and / or equipment from a location if it is deemed unsafe or if they are subjected to abusive or aggressive behaviour. In this instance the Client will be liable for any costs incurred as a result of this.

Clear access for filming
If filming venues are being organised by the Client, it is the Clients responsibility to ensure that Sprat Ltd has clear access to all relevant locations required throughout the day Delays in filming may incur additional charges.

Sprat LTD Intellectual Property
Our post production techniques and workflows have been developed over many year and are considered our own Intellectual Property. To protect that Sprat LTD does not release editing, audio or graphics workstation projects or sequences to clients, for example Avid, FCP, Photoshop or ProTools. We will however provide the client’s the raw camera footage if requested.

All Terms and Conditions stated within this document are deemed acceptable to the Client upon receipt of a written order or acceptance of an online estimate.
All Terms and Conditions stated within this document override any Terms and Conditions from the Client.

SPRAT LTD ADVOCACY HUB MANAGEMENT TERMS OF SERVICE 

  1. DEFINITIONS

“Advocate” means individuals who have been invited by Customer to join Customer’s Advocate community by using the Services and accepting Customer’s Advocate User Agreement. “Advocate User Agreement” means the terms and conditions under which Advocates will agree to use the Customer’s Advocate Platform. “Affiliate”means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. “Customer Content” means all data or information uploaded, submitted or posted by Customer and its Users during the Service Term.

  1. SPRAT SERVICES

 2.1  Sprat Responsibilities. Sprat shall rovide to Customer basic support for the services as per the rates agreed in the quotation.

2.4  Customer Responsibilities. Customer shall (i) be responsible for Users’ compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Customer Content and of the means by which it acquired Customer Content.

  1. FEES

3.1  Fees. Customer shall pay Sprat all the fees specified in the Order Forms (the “Fees”).  Except as otherwise provided in the Order Form, all Fees are quoted in GBP; Fees are based on weekly, daily and hourly rates; payment obligations are non-cancellable; and Fees are non-refundable. Fees for the Services will be invoiced in advance in accordance with the terms of the Order Form.

3.2  Payment Terms. Unless otherwise stated in the Order Form, payment is due within thirty (30) days of the invoice date. Any payment not received from Customer by the due date shall accrue (except with respect to charges then under reasonable and good faith dispute), at the lower of 1.5% or the maximum rate permitted by law of the outstanding balance per month from the date such payment is due until the date paid. If any Customer account is 30 days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any other rights and remedies (including the termination rights set forth in this Agreement), Sprat reserves the right to suspend the Services without liability to Sprat, until such account is paid in full.

3.3  Taxes. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on Sprat’s income. If Sprat has the legal obligation to pay or collect taxes for which Customer is responsible, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Sprat with a valid tax exemption certificate authorised by the appropriate taxing authority.

  1. TERM AND TERMINATION

4.1  Term of the Agreement.  This Agreement commences on the last date of execution of the Order Form and continues until all Services expire or this Agreement is mutually terminated by the parties. 

4.2  Term of the Services.  The Services are offered for the initial term of service specified in the Order Form (the “Initial Term”). The Initial Term shall begin on the Contract Start Date stated in the Order Form.  Following the Initial Service Term, Services shall renew in accordance with the terms of the Order Form (each, a “Renewal Term”). If, during the Initial Term or any Renewal Term, Customer adds any additional Subscriptions to its use of the Service, the amount of Customer’s Fees shall increase the sum set forth in the Order Form and, the Service Term for any such additional Services shall be coterminous with the Initial Term or any Renewal Term in effect at the time.

4.3  Termination of the Agreement. This Agreement and any Services may be terminated by either party for cause: (a) upon thirty (30) days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (b) if either party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 

4.4  Early Termination.  If Customer wishes to terminate the Services under this Agreement prior to the expiration of the current Term and such termination is not due to Sprat’s breach, all Fees which would otherwise be due through the end of the Term in effect at the time, including any applicable taxes shall be due and payable within thirty (30) days of the effective date of termination and no refunds for pre-paid Services will be provided. The parties agree that these early termination charges are a reasonable estimate of anticipated actual damages and not a penalty.

  1. PROPRIETARY RIGHTS

5.1  Customer Content.   Customer retains all rights, title and interest in and to all Customer Content.  Sprat does not control or monitor the Customer Content posted by the Users or the Advocates via the Advocate Hub Platform and, as such, does not guarantee the accuracy, integrity or quality of the Customer Content.  Customer is responsible for the collection of the Customer Content and the use of the Services by the Advocates. Please review our Privacy Policy, which forms an integral part of this Agreement, carefully as it sets out how we collect, store and use information about our users and will govern use of your Customer Content. If you do not agree with any of our privacy practices you must not use the Services. Sprat shall not be liable in any way for the any content, including, but not limited to, any errors or omissions in any Customer Content, or for any loss or damage of any kind incurred as a result of the collection, use of or reliance upon any content posted, emailed, transmitted, or otherwise made available via the Service.

5.2  Excluded Customer Content.  Customer acknowledges that the Services are not intended to be a repository of personal identifiable information (“PII”) or personal data that may be considered sensitive or privileged, such as financial information, non-public personally identifiable information that could be legally considered private or sensitive, including without limitation, social security numbers, driver’s license numbers, birth dates, personal bank account numbers, and credit card numbers (the “Excluded Customer Content”).  Notwithstanding the above, in the event that Customer or any of its Users uploads Excluded Customer Content to the Services in violation of this Agreement, Customer agrees to remove such information immediately, or at its reasonable discretion and upon prior written notice.

5.3  User passwords. Customer shall ensure that its Advocate and Users protect their unique user identification name and not make them available to persons or entities not authorised to use the Services. Sprat personnel will not be able to read User’s passwords.

6  CONFIDENTIALITY

6.1  Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party“) to the other party (“Receiving Party“), that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to Customer Content, the terms and conditions of this Agreement and any Order Form, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by either party.  However, Confidential Information (other than Customer Content) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

6.2  Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party: (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (ii) the Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (iii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement to any third-party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.

6.3  Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

  1. REPRESENTATIONS AND WARRANTIES 

7.1  Corporate Authority.  Each party represents and warrants that it has the legal power and authority to enter into these Terms, and that the Order Form is executed by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement.

7.2  Functionality Warranty. Sprat warrants that the Services will operate in a manner consistent with general industry standards reasonably applicable to the provision hereof and in substantial conformity with the then current version of the applicable Documentation. 

7.4  Additional Warranties. Sprat represents and warrants that: (i) the Services will be provided in a professional, timely and workman like manner by persons with the proper skill, training and background, and consistent with generally accepted industry standards; (ii) the Services will comply with all written specifications; (iii) the Services will be free of material defects.

7.5  Disclaimer. Except as expressly provided herein, Customer acknowledges and agrees that the Services are provided on an “As Is”, as available basis.  Other than as expressly provided herein, Sprat disclaims warranties, whether expressed, implied, STATUTORY OR otherwise AND specifically disclaims all implied warranties including without limitation the conditions AND/or warranties of merchantability or fitness for any purpose to the maximum extent permitted by law.  Sprat does not warrant that the Services will meet the Customer’s requirements or that the operation of the Services will be uninterrupted or error-free.  Further, Sprat does not warrant that all errors in the Services can be corrected.

  1. LIMITATION OF LIABILITY

EXCEPT FOR DAMAGES ARISING FROM BREACHES OF CONFIDENTIALITY AND EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREIN, IN NO EVENT SHALL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, (1) IN THE AGGREGATE, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER OR, (2) WITH RESPECT TO ANY SINGLE INCIDENT GIVING RISE TO LIABILITY, EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

9.1  Customer Indemnification.  Customer agrees to indemnify and hold Sprat harmless against any loss, damage or costs (including reasonable attorney’s fees) incurred in connection with Claims made or brought against Sprat by a third party arising from or relating to Customer’s use of the Customer Content or the Services in violation of this Agreement.

9.2  Mutual Provisions.  Each party’s indemnity obligations are subject to the following: (i) the aggrieved party shall promptly notify the indemnifier in writing of the Claim; (ii) the indemnifier shall have sole control of the defense and all related settlement negotiations with respect to the Claim (provided that the indemnifier may not settle or defend any Claim unless it unconditionally releases the aggrieved party of all liability); and (iii) the aggrieved party shall cooperate fully to the extent necessary, and execute all documents necessary for the defense of such Claim.

  1. GENERAL PROVISIONS

10.1  Publicity.  Customer agrees that Sprat may use Customer’s name and logo on Sprat’s website, and as a part of a general list of customers for use and reference in corporate, promotional and marketing literature. Without limiting the generality of the foregoing, Customer agrees that “Powered by Sprat” or similar marks may appear in forms, web pages and other outputs of Sprat’s personalised video Services.

10.2  Assignment.  Neither party shall assign its rights or delegate its duties under the Agreement either in whole or in part without the prior written consent of the other party, except to a party that acquires all or substantially all of the assigning party’s assets as part of a corporate reorganisation, merger or acquisition. The Agreement will bind and inure to the benefit of each party’s successors and permitted assigns.

10.3  Amendments. No amendment, supplement, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the Parties to be bound thereby.

10.5  Governing Law.  This Agreement shall be construed in accordance with and governed by UK law

10.6  Relationship. The Parties are independent contractors. This Agreement does not create a joint venture, partnership, employment, franchise, or agency relationship exists between Customer and Sprat.

10.7  Waiver and Severability. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

10.8  Force Majeure.   Neither party will be liable for any failure or delay in its performance under the Agreement, due to any cause beyond its reasonable control provided that the delayed party (a) gives the other party prompt notice of such cause, and (b) uses reasonable commercial efforts to correct promptly such failure or delay in performance.

10.9  Entire Agreement. This Agreement, together with any applicable Order Form(s) (including any other documents referenced therein), comprises the entire agreement between Customer and Sprat regarding the subject matter contained herein and supersedes all prior or contemporaneous negotiations, discussions or agreements. In the event of any conflict between the terms of this Agreement and the terms of any Order Form, the terms of the Order Form shall prevail.

10.10  Surviving Provisions.  The sections titled “Fees” “Payment Terms,” “Proprietary Rights,” “Confidentiality,” “Warranties and Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” Surviving Provisions,” and “General Provisions” shall survive any termination or expiration of this Agreement.