Terms & Conditions
1. Definitions:
For the purposes of the agreement:
1.1 “The Supplier” / SUSU Media trading as SUSU Social Enterprises Limited, Building 42, University Road, Highfield, Southampton, SO17 1BJ, company number 8837159. (‘The Supplier’)
1.2 The company as detailed on page 1 of this contract (‘The Customer’)
2. Acceptance of this agreement
2.1 Upon signing this agreement, both parties are bound by the terms of this agreement which constitutes a start date.
3. Obligations
3.1 The Supplier’s obligations:
3.1.1 The Supplier will organise and coordinate to deliver the videography and training services as agreed prior to booking.
3.1.2 The Supplier will supply the first edit of agreed video/s within a previously agreed SLA or a period of fourteen working days after the agreed filming date.
3.1.3 The Supplier will provide two edits of the video, one for feedback and the other as the final product. If there are more edit requests then stated here, the customer will be charged a fee of £50.00 + VAT per hour to be pre-agreed between both parties prior to commencing.
3.2. The Customer’s Obligations:
The Customer agrees to:
3.2.1 Pay “The Supplier” a fee as detailed in Schedule 3, for the services provided in accordance with Schedule 1.
3.2.2 The Customer will pay a deposit of 50% of the total price up front to secure a date/s of filming. If the Customer wishes to cancel after work has started but in line with clause 3.2.3 then 20% of the deposit will be retained.
3.2.3 The Customer will provide notice of at least ten working days if they wish to reschedule or cancel the pre agreed date/s of filming. If this is not met, then the deposit will not be returned to the Customer.
3.2.4 The Customer must have written permission of anyone who features and is identifiable in the video and must provide this to the Supplier upon request.
3.2.5 The customer, including their agents and representatives, shall conduct themselves in a manner consistent with the Students' Union Code of Conduct
4. Termination
4.1 This agreement may be terminated:
4.1.1 With immediate effect by notice in writing by either party if the other party to this agreement commits a material or persistent breach of any term of this agreement and (if such breach is remediable) fails to remedy that breach within ten working days after being notified in writing to do so.
4.1.2 If the Customer does not remedy a breach of this agreement ten working days prior the agreed date/s of filming or any days thereafter a refund will not be available of their deposit.
4.1.3 With immediate effect by notice in writing by “The Supplier” if any invoice in relation to the Agreement remains unpaid for more than 30 days after the invoice is sent to the Customer. All products and services will remain property of the Supplier until the invoice is paid in full.
4.1.4 Immediately by either party, on giving notice to the other, if either party shall pass a resolution for winding up, or a court shall make an order to that effect, or of either party shall cease to carry on its business, or substantially the whole of its business, or becomes or is declared insolvent or convenes a meeting of or it makes or proposes to make any arrangement with its creditors, or has a liquidator, receiver, administrator or similar appointed of any of its assets.
4.1.5 Immediately by either party, upon conduct or activity from the other party that has or may result in reputational damage. This clause cannot be enacted after the Customer has approved the product draft. If the breach is conducted prior to the agreed date/s of filming, please refer to point 3.2.2.
4.1.6 We retain the right to terminate any agreement should it be deemed a breach of the Suppliers ethical policy and commitment.
4.1.7 SUSU reserves the right to suspend services or products, upon incident or complaint, whilst investigation and remedial actions occur.
4.2 Any termination of this Agreement pursuant to Section 5.1 shall be without prejudice to any other rights or remedies to which either party may be entitled under this Agreement of at law.
4.3 All cancellations must be made in writing to susumedia@soton.ac.uk
4.3.1 All terminations made in line with the terms on conditions in point 4.1 of this document, must be clarified and noted the reasons why in the form written cancellation.
5. Confidentiality
5.1 Each party undertakes that it shall not at any time during this Agreement or after termination disclose to any person any confidential information disclosed to it by the other party concerning the business or affairs of the other party, including information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers (Confidential Information), except as permitted by Clause 6.2.
5.2 Each party may disclose the other party’s Confidential Information:
5.2.1 To its employees, officers, agents, consultants, or subcontractors (henceforth known as: Representatives) who need to know such information for the purposes of carrying out the party's obligations under this Agreement, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this Clause 8 as though they were a party to this Agreement. The disclosing party shall be responsible for its Representatives' compliance with the confidentiality obligations set out in this clause; and
5.2.2 As may be required by law, court order or any governmental or regulatory authority.
5.3 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this agreement are granted to the other party or to be implied from this agreement.
6. Data Protection
6.1 Each party shall comply with its obligations and duties under Data Protection Legislation and shall ensure that it does not knowingly or negligently do, nor omit to do, anything which causes, or may cause, the other party to be in breach of its obligations under the Data Protection Legislation.
6.2 The Supplier shall:
6.2.1 Act only in accordance with the instructions of The Customer in relation to the processing of any Data (including without limitation instructions in relation to the return or destruction of Data);
6.2.2 Take reasonable steps to ensure the reliability of The Supplier's personnel who have access to the Data.
6.2.3 At all times during the term of this Agreement, have appropriate technical and organisational measures in place to prevent unauthorised or unlawful processing of Data, and against accidental loss or destruction of, or damage to, Data; and
6.2.4 Not transfer or process Data outside the European Economic Area except with the prior written permission of The Customer.
6.2.5 The Supplier will store all unedited, captured footage securely for six months and then it will be deleted from the system. Please refer to the copyright section if you wish to keep the captured footage.
7. Liability
7. 1 Neither party shall be liable to the other in this Agreement in contract, tort, (including negligence and breach of statutory duty) or otherwise for any indirect, special or consequential loss (whether or not reasonably foreseeable and even if it had been advised of the other incurring the same).
7.2 Nothing in this Agreement shall exclude or restrict a party’s liability for death or personal injury arising out of fraud or fraudulent misrepresentation, or for any other liability which cannot be excluded or limited by law.
8. Force Majeure
8.1 In the event that either party cannot perform or fulfil its obligations under this Agreement for any reason beyond that’s party reasonable control, including but not limited to war, invasion, strikes, other industrial disputes, weather, acts of God, acts of Government or prevailing authorities (henceforth known as: Force Majeure), then such non-performance shall be deemed not to constitute a breach of this Agreement provided that:
8.1.1 The relevant party has used reasonable endeavours to avoid and mitigate the effects of the Force Majeure, and to carry out its obligations under this Agreement in any other way that is reasonably practical.
8.1.2 The party suffering the Force Majeure event has given written notice to the other party, as soon as reasonably practicable, containing full particulars of the nature and the extent of the circumstance that have given rise to the Force Majeure.
9. General
9.1 This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, arrangements, understandings, or proposals (whether written or oral) of any nature between the parties relating to the subject matter of this Agreement.
9.2 No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of The Customer and The Supplier.
9.3 No failure or any delay by any party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.
9.4 The Supplier retains the right, without the prior written consent of The Customer, to assign, transfer or subcontract or deal in any other manner with all or any of its rights or obligations to The Customer, under this Agreement.
9.5 Each party confirms that it is entering into this Agreement for its own benefit and not for the benefit of any other person.
9.6 A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce, or to enjoy the benefit of, any term of this Agreement.
9.7 Nothing in this Agreement is intended to, or shall be deemed to create or imply the existence of a partnership or joint venture between the parties nor any arrangement which would impose liability on The Customer for the acts or omissions of The Supplier and vice versa. In particular, each party acknowledges that it does not have the authority to, and agrees that it shall not, at any time without the other party’s prior written consent make or enter into any commitments on behalf of the other party.
9.8 The parties agree that, save as expressly set out herein, neither party has relied on any statement or representation made by the other (whether innocently or negligently) in entering into this Agreement, and neither party shall have any liability for such unless such statement or representation was made fraudulently.
9.9 This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with English law.
9.10 The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
10. Indemnity
10.1 The Supplier shall indemnify The Customer against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by The Customer arising out of, or in connection with:
10.1.1 Any claim made against The Customer for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with the use or supply of the products of the Services (including the Deliverables); and
10.1.2 Claim made against The Customer by a third party arising out of, or in connection with, the provision of the Services or the Deliverables, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this Agreement by The Supplier, its employees, agents or subcontractors.
10.2 Nothing in this clause shall restrict or limit The Customer's general obligation at law to mitigate a loss, which it may suffer or incur as a result of a matter that may give rise to a claim under this indemnity.
11. Documentation
11.1 Upon request The Supplier shall provide copies of all Health and Safety information below:
11.1.1 Bespoke “Risk Assessment” for the activity
11.1.2 Public Liability Insurance
12. Copyright
12.1 The Supplier will retain copyright on all material created by the Supplier until full payment is made.
12.2 The Supplier retains the right to use all captured footage for advertising and promotional purposes,
unless otherwise agreed in writing by the Customer.
12.3 The Customer will receive a final, edited product. The Supplier will own, and store all captured footage. Please refer to section 6.2.5. If the Customer wishes to have access to all captured footage for their own use an additional fee will be charged.
12.4 As stated in section 3 of the contract, the Customer must provide the Supplier with written permission for any person/s appearing in the video prior to the filming date. If the Customer doesn’t have a permission procedure, the Supplier will provide permission forms.
13. General Booking
13.1 Bookings will only be confirmed on receipt of a completed and signed contract.
13.2 The Customer shall provide a copy of their purchase order documents to SUSUmedia@soton.ac.uk before the commencement of any filming.