Terms and conditions

Definitions

1. MS means Media Studio, Cambridge University Hospitals NHS Foundation Trust, being the principal supplier of goods and services
2. Buyer means Any user of Media Studio services
3. Internal client means department of CUH or its representatives
4. External client means any other organisation or its representatives, or an individual user of the service.   
5. Work means all goods (by way of intermediate or finished product) and services supplied by MS to the buyer.
6. Preliminary work means all work done in the concept and preparatory stages (including, non-exhaustively, design, artwork, draft scripts, project or production management).
7. Insolvency means the buyer is unable to pay its debts or has a winding up petition issued against it or has a receiver, administrator or administrative receiver appointed to it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him.

Payment terms

1. Estimates are based on MS’s current costs of production and, unless otherwise agreed in writing, are subject to amendment to meet any rise or fall in such costs that have taken place by the time of delivery
2. Estimates are given exclusive of tax and MS reserves the right to charge any VAT or other tax payable.
3. All commissioned work carried out shall be charged for. This includes all preliminary work whether or not the buyer agrees to that work being taken forward to production.
4. Any additional work required of MS by reason of the buyer supplying inadequate or late delivery of copy, incorrect or incomplete instructions or insufficient materials may be subject to additional charges.
5. Payment shall become due on sign-off of designs, scripts or other agreed milestone stages and on completion of production. MS may ask for part or full payment in advance of starting the work.
6. Staged payments may be requested and agreed where appropriate.
7. Unless otherwise agreed in writing, the price of the work will be ‘ex-works’ and delivery shall be charged extra.
8. Should the work be suspended or delayed by the buyer for any reason MS reserves the right to invoice for any work carried out to date.
9. Should the suspension or delay in 2(h) above extend beyond 30 days MS will be entitled to immediate payment for work already carried out, materials specially ordered or any other additional costs.

Credit facilities

N/A

Delivery

1. Delivery of the work shall be accepted when tendered
2. Unless otherwise agreed in writing, (in which case an extra charge may be made) delivery will be to the kerbside at the buyer’s address and the buyer will make arrangements for off-loading and for any additional transportation to its storage facility.

Materials supplied or specified by the buyer

1. Electronic files
   1. It is the buyer’s responsibility to maintain a copy of any original electronic file provided by the buyer
   2. MS shall not be responsible for checking the accuracy of supplied input from an electronic file unless otherwise agreed in writing.
   3. Without prejudice to clause 5a ii), if an electronic file is not suitable for outputting to equipment normally adequate for such purposes without adjustment or corrective action MS may make a charge for any resulting additional cost incurred or may reject the file without prejudice to its rights to payment for work done or materials purchased.
2. Other materials
   1. MS may reject any film, discs, paper, plates, electronic files, video recordings or other materials supplied or specified by the buyer which appear to its staff to be unsuitable for the purposes intended. Additional costs incurred if materials are found to be unsuitable during production may be charged except that if the whole or part of such additional cost could have been avoided but for unreasonable delay by MS in ascertaining the unsuitability of the materials then that amount shall not be charged to the buyer.

Risk and storage

1. Buyer’s property and all property supplied by MS by or on behalf of the buyer shall while it is in the possession of MS or in transit to or from the buyer be deemed to be at the buyer’s risk unless otherwise agreed in writing and the buyer shall insure accordingly.

Finished goods

1. The risk in the work and all goods delivered in connection with the work shall pass to the buyer on delivery and the buyer should insure accordingly.
2. On completion of the work MS will store the buyer’s materials and work for a maximum if one month, after which they may be destroyed without further notice.

Materials and equipment supplied by MS

1. Materials owned by MS and used in the production of intermediates, type, negatives, positives, photographic or video recording media, electronic files and other production processes, together with items thereby produced shall remain MS’ exclusive property.
2. Hard copy materials produced by MS may be destroyed after the order is executed unless written arrangements are made for their retention. In the latter event, storage may be charged for. Electronic files will be stored for a minimum of two years.
3. MS shall not be obliged to download any digital data from its equipment or supply the same to the buyer on disc, tape or by any communication link, unless agreed in writing (including by email) at the start of the work, or where this is a stated outcome of a project. Video projects may be archived together with all rushes for a charge that shall be agreed at the start of the work.

Retention of title

1. The work remains the property of MS until the buyer has paid for it and discharged all other debts owing to MS.
2. If the buyer becomes subject to insolvency and the work has not been paid for in full MS may take the goods back and, if necessary, enter the buyer’s premises to do so, or to inspect and/or label the goods so as to identify them clearly.
3. If the buyer shall sell the goods before they have been paid for in full he shall hold the proceeds of sale on trust for MS in a separate account until any sum owing to the seller has been discharged from such goods.

Video production

1. Approval viewing - On the majority of projects the quoted price will be for a ‘final review’ version of the production. Prior to this stage a draft version of the production will be made available for the buyer to review. This draft may be subject to one set of revisions only and this is included in the agreed budget. Subsequent revisions or a major re-edit will be charged for at Media Studio’s current daily rate. All other additional costs resulting from such changes will be charged on to the buyer.
2. Health and safety
   1. MS reserves the right to remove any of its personnel and/ or equipment from a location if it is considered to be unsafe or if they are subject to abusive or aggressive behaviour. In such an event the buyer will be liable for any costs.
   2. MS will observe the buyer’s site health and safety rules at all times and will liaise with the Health and Safety Manager if deemed necessary.
   3. When MS is required to work in clinical areas its personnel will observe all necessary infection control precautions and will comply with any reasonable request by clinical staff that is made for the protection of patients.
   4. Where personal protective equipment should be used or worn for health and safety reasons the buyer will be responsible to provide it and to provide appropriate instructions, training and supervision as required to ensure that it is used correctly.
3. Aborted filming
   1. Weather - In the event of inclement weather making filming unpractical or unsafe, Media Studio reserves the right to postpone filming to a more suitable day.
   2. Buyer’s lack of organisation – in the event of filming being delayed or aborted as a result the buyer being unable successfully to organise people, locations, equipment, etc, MS reserves the right to charge for the relevant day’s filming costs. Any additional filming resulting from time lost will incur further costs.

Performers

1. When the buyer engages professional actors, role players and performers to appear in a video production, they shall be responsible for obtaining signed performers’ release forms, and for any payments due.
2. When MS engages performers as in 8a it shall obtain performers’ release forms and all fees shall be included in the budget for the project. MS reserves the right to pass on reasonable travel and subsistence costs incurred by such performers.
3. For medical recordings (video, audio photography, etc), in which a patient is recorded to illustrate a clinical or anatomical feature, prior informed consent must be given by the patient. Such consent must comply with the policy of the organisation that is caring for the patient.
4. For all other participants who appear in a recording including, but not exclusively, employees of the buyer’s organization and members of the general public, a release form must be signed prior to the recording taking place. Such a form should state explicitly the intended purpose and medium in which the recording will be used.

Copyright

1. MS material
   1. The copyright of all video material that has been captured by MS is solely owned by MS and protected under UK law
   2. Upon completion and cleared funds, MS will, in some instances, and upon prior written agreement, transfer the Copyright Ownership to the buyer.
   3. In both circumstances, MS reserves the right to use video footage and other media, in part or in full, for promotional purposes.
2. Material provided by buyer
   1. In the event of the buyer providing material, including video, audio, photographs, logos, etc, for inclusion in a MS production, copyright must first be obtained from the original copyright owner. The buyer must provide evidence that either copyright has been explicitly transferred to MS, or the copyright holder grants permission under licence for MS to use the material. In the latter event the terms of the licence must be explicit, including any limitations in time or the territories or media in which the material may be used, together with any costs associated with such use. All charges and administration costs in respect of copyright permissions shall be met by the buyer either directly or by incorporation into the overall budget for the production.
   2. The buyer indemnifies MS against any future claims, disputes, expenses or similar that may arise concerning usage of such material.

Proofs and variations

1. MS shall incur no liability for any errors not corrected by the buyer where the buyer has been provided with proofs, including email and electronic proofs. The buyer’s alterations and additional proofs necessitated thereby may be charged extra. When style, type or layout has been left to MS’ judgement, changes made by the buyer may be charged extra.
2. Where the buyer specifically waives any requirement to examine proofs MS is indemnified by the buyer against any and all errors in the finished work.
3. Colour proofs. Media Studio uses a variety of different analogue and digital production processes on printers that run with different makes and types of ink and different RIPs (raster image processors). Owing to differences in equipment, paper, inks and other conditions between colour proofing and production runs, a reasonable variation in colour between colour proofs and the completed job will be deemed acceptable unless otherwise agreed in writing.

Claims and liability

1. Claims
   1. Advice of damage, delay or loss of goods in transit or of non-delivery must be given in writing to the seller and the carrier within three clear days of delivery (or, in the case of non-delivery, within three days of notification of dispatch of the goods) and any claim in respect thereof must be made in writing to MS and the carrier within seven clear days of delivery (or, in the case of non-delivery, within seven days of notification of dispatch). All other claims must be made in writing to MS within fourteen days of delivery. MS shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the buyer proves that (i) it was not possible to comply with the requirements and (ii) the claim was made as soon as reasonably possible.
   2. If the work is defective so that the buyer may in law reject it, said rejection must take place within seven days of delivery of the goods, failing which the buyer will be deemed to have accepted the work.
   3. In the event of all or any claims or rejections the seller reserves the right to inspect the work within seven days of the claim or rejection being notified.

Liability

1. Insofar as is permitted by law where work is defective for any reason, including negligence, MS’ liability (if any) shall be limited to rectifying such defect, or crediting its value against any invoice raised in respect of the work.
2. Where MS performs its obligations to rectify defective work under this condition MS shall not be liable for indirect loss, consequential loss or third party claims occasioned by defective work and the buyer shall not be entitled to any further claim in respect of the work nor shall the buyer be entitled to repudiate the contract, refuse to pay for the work or cancel further deliveries.
3. Defective work must be returned to MS before replacements or credit can be issued. If the subject work is not available to MS then MS will hold that the buyer has accepted the work and no credits or replacement work will be provided.
4. The seller shall not be liable for indirect loss, consequential loss or third party claims occasioned by delay in completing the work or for any loss to the buyer arising from delays in transit, whether as a result of MS’ negligence or otherwise.
5. Where MS offers to replace defective work the buyer must accept such an offer unless he can show clear cause for refusing so to do. If the buyer opts to have the work re-done by any third party without reference to MS the buyer automatically revokes his right to any remedy from MS, including but not exclusively the right to credit in respect of work done by MS.
6. Where the work will be forwarded by or on behalf of the buyer to a third party for further processing the buyer will be deemed to have inspected and approved the work prior to forwarding and MS accepts no liability for claims arising subsequent to the third party’s processing.
7. MS reserves the right to reject any work forwarded to it after initial processing by a third party as soon as is reasonably practical without processing the work further. Should the buyer require MS notwithstanding to continue, then MS is only obliged to do so after confirmation from the buyer in writing.
8. Nothing in these conditions shall exclude MS’ liability for death or personal injury as a result of its negligence.

Insolvency

If the customer ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or being a company is deemed unable to pay its debts or has a winding-up petition issued against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him MS without prejudice to other remedies shall have the right not to proceed further with the contract or any other work for the customer and be entitled to charge for work carried out (whether completed or not) and materials purchased for the customer, such charges being an immediate debt due to him and in respect of all unpaid debts due from the customer have a general lien on all goods and property in his possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the proceeds to such debts.

Illegal matter

1. MS shall not be required to print or reproduce in any medium any matter which in the opinion of MS is or may be of an illegal, obscene or libellous nature or an infringement of the proprietary or other rights of any third party
2. The buyer warrants that he owns or has a licence in respect of the copyright in property supplied to MS by the buyer.
3. MS shall be indemnified by the buyer in respect of any claims, costs and expenses arising out of the production by MS for the buyer of any illegal or unlawful matter which is libellous or infringes copyright, patent, design or other proprietary or personal rights. The indemnity shall include (without limitation) any amounts paid on a lawyer’s advice in settlement of any claim that any matter is libellous or such an infringement.

Force majeur

MS shall be under no liability if it shall be unable to carry out any provision of the contract for any reason beyond its reasonable control including (without limiting the foregoing): Act of God; legislation; war; fire; flood; drought; inadequacy or unsuitability of instructions, electronic file or other data or materials supplied by the buyer; failure of power supply; lock-out, strike or any other action taken by employees in contemplation of furtherance of a dispute; or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the buyer may by written notice to MS elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.

Data protection

The buyer is hereby notified that MS may transfer personal information about the buyer to a Credit Agency pursuant to above ('payment terms' clause 2).

Law

These conditions and all other express or implied terms of the contract shall be governed and construed in accordance with the laws of England and the parties agree to submit to the jurisdiction of the courts of England and Wales.

Notices

All specifications and notices relied on by either party and all variations to this agreement must be in writing and include a duly authorised signature.

Consumers

Nothing in these Terms shall affect the rights of Consumers.

Severability

All clauses and sub-clauses of this agreement are severable and if any clause or identifiable part thereof is held to be unenforceable by any court of competent jurisdiction then such un-enforceability shall not affect the enforceability of the remaining provisions or identifiable parts thereof in these Terms and Conditions.

VAT number 654910528