1. Definitions and Interpretation

1.1 In these Terms and Conditions, the following expressions shall have the following meanings:
Agreement: the Order Form agreed between the parties incorporating these Terms and
Conditions.
Buyer: the Buyer purchasing Services from Splinter Unit Films as specified on the Order Form.
Deliverable Materials: any audio-visual or similar works and the mediums embodying them to be
supplied to the Buyer by Splinter Unit Films as a result of the Services as listed on the Order
Form.
Raw Footage and/or Project Files are not included in the scope of the project unless they have
been specified within the Deliverable Materials. If the Raw Footage or Project Files are
requested from the Buyer, and this has not been agreed previously, it will be subject to a
standard fee of 50% of the total project cost.
Splinter Unit Films: Owned by Elliot Jackson
Order Form: the document setting out and specifying the details of the Services to be performed
by Splinter Unit Films for the Buyer and the Charges.
Project: the photographic and/or audio-visual shooting session as specified on the Order Form.
Project Price: the payment due for the Services and any other fees, charges, costs, or expenses
arising under an Agreement.
Services: the services to be provided by Splinter Unit Films as described in the Order Form
relating to the Project.
Shoot Day(s): the date or dates on which the photographic and/or audio-visual shoot will occur
as specified on the Order Form or subsequently agreed in writing between the parties.
Terms and Conditions: these terms and conditions as set out in clauses 1 to 12 (inclusive).
Venues: means the Buyer locations at which the Project will be undertaken as specified on the
Order Form.
1.2 Any reference to a person shall include an individual, partnership, corporate or
unincorporated body.
1.3 References to any party shall include its personal representatives, lawful successor in title
and permitted assigns.

1.4 A reference to writing or written includes email.
1.5 The words and phrases “other”, “including” and “in particular” shall not limit the generality of
any preceding words or be construed as being limited to the same class as the preceding words
where a wider construction is possible.
1.6 The final invoice (typically 50% of the total project rate) for the project will be due upon
approval of final edits or 3 months after the contract start date, unless the client has provided
good reason in writing that the final invoice cannot or will not be paid.

2. Terms and Conditions and Order Forms

2.1 Following discussion between the parties Splinter Unit Films may, at its discretion, produce
an Order Form and send the same to the potential client. A Buyer’s signature and return of the
Order Form constitutes an offer by the Buyer to purchase the Services on these Terms and
Conditions and Splinter Unit Films’ signature of the Order Form shall establish a contract for the
supply of the Services on these Terms and Conditions.
2.2 No addition to, variation of, exclusion or attempted exclusion of any provision of an Order
Form shall be binding on Splinter Unit Films unless signed in writing by a duly authorized
representative of Splinter Unit Films. These Terms and Conditions will be incorporated into each
Order Form, to the exclusion of any other terms or conditions implied by law, trade custom,
practice, or course of dealing or any other standard terms and conditions.
2.3 In the event Splinter Unit Films agrees more than one Order Form with the same Buyer, then
each Order Form constitutes a separate agreement, and termination of any one Order Form
shall not affect termination of any other Order Form (although this shall not prevent more than
one Order Form being subject to termination if termination circumstances apply to them). Each
Order Form incorporating these Terms and Conditions shall be referred to as an Agreement in
these Terms and Conditions.
2.4 If there is any conflict or inconsistency between any provision of these Terms and Conditions
and an Order Form, then the provisions of these Terms and Conditions shall prevail unless
specifically stated in writing on the relevant Order Form with reference to this clause 2.4.

3. The Services

3.1 In consideration of payment to Splinter Unit Films of the Project Price, the Buyer engages
Splinter Unit Films, and Splinter Unit Films agrees to perform the Services.
3.2 Splinter Unit Films shall perform the Services in a timely manner and with reasonable skill
and care and in accordance with good industry practice and applicable laws and regulations.
3.3 Splinter Unit Films may subcontract or delegate to a third party the performance of the
Services without the prior written consent of the Buyer. Splinter Unit Films will retainmanagement of such subcontractors or third parties and is otherwise responsible for their
conduct, the performance of the Services and production of the Deliverable Materials.
3.4 The parties agree to consult in good faith with each other over the creative and artistic
direction of the Project. The Buyer is encouraged to provide a suggested shot list to Splinter
Unit Films, or approve the suggested shot list provided by Splinter Unit Films, no less than 7
days prior to start of the Project to confirm the shots that Buyer would like Splinter Unit Films to
capture. Splinter Unit Films has no obligation to capture any of the shots on the list but will use
its best endeavors to capture all requested and agreed shots.
3.5 The Buyer accepts and acknowledges that Splinter Unit Films’ performance of the Services
depends on the full and timely cooperation of the Buyer. If Splinter Unit Films’ performance of its
obligations under an Agreement is prevented or delayed by any act or omission of the Buyer,
Splinter Unit Films shall not be liable for any costs, charges, or losses sustained or incurred by
the Buyer that arise directly or indirectly from such prevention or delay. The Buyer shall be liable
to pay to Splinter Unit Films, on demand, all reasonable costs, charges, or losses sustained or
incurred by Splinter Unit Films that arise directly or indirectly from the Buyer negligence or
failure to perform or delay in the performance of any of its obligations under an Agreement.
3.6 The Buyer is responsible for preparing and making the Venues available for the purposes of
the Project, including:
3.6.1 ensuring there is adequate and appropriate space to undertake the Project and safely
store Splinter Unit Films’ equipment during the Project;
3.6.2 monitoring, removing, and disposing of any dangerous or hazardous material before and
during the supply of Services;
3.6.3 establishing and implementing all health and safety rules and regulations and any other
reasonable security requirements;
3.6.4 obtaining and paying for any relevant local permits and permissions to film at the Venue;
3.6.5 informing customers, guests, staff, and other personnel present at the Venue of the Project
and procuring the completion of any necessary release forms (such forms are available on
request from Splinter Unit Films).

4. Post Production and Deliverable Materials

4.1 Splinter Unit Films shall deliver the Deliverable Materials to the Buyer on completion of the
post-production activity and payment of any outstanding element of the Project Price in
accordance with clause 10.4. The Buyer shall confirm either its acceptance or non-acceptance
of the Deliverable Materials with reasons in writing within fourteen (14) days of receipt. If Splinter Unit Films does not receive notice of such acceptance or
non-acceptance within that period, the Buyer will be deemed to have accepted the Deliverable
Materials.
4.2 If the Buyer declines to accept any of the Deliverable Materials, Splinter Unit Films will then
have thirty (30) days in which to make all necessary changes to them, in consultation with the
Buyer. Splinter Unit Films will then submit to the Buyer the revised material or replaced
materials, and the provisions of clause 4.1 and this clause 4.2 will apply again save that any
further request for amendment by the Buyer after the second review shall be subject to charge
by Splinter Unit Films to cover reasonable costs incurred as a result of the further amendments.
All requests for amendments must be made in writing, via email, or via Splinter Unit Films’
custom video-editing software.
4.3 The Buyer agrees that Splinter Unit Films is not liable for any perceived deficiencies in the
final products caused by actual or perceived deficiencies or imperfections in the physical
attributes, facial expressions, wardrobe, or performances of artists, performers, customers,
employees, or extras selected, hired, or brought to the Project by the Buyer. The Buyer is liable
for any additional costs incurred by re-shooting or additional shooting caused by the actions of
such artists, performers, customers, employees, or extras.
4.4 Splinter Unit Films will make the Deliverable Materials available to the Buyer for download
as a 1080p JPEG file on the Vimeo platform (or such other platform as Splinter Unit Films may
select from time to time) for a period of 10 months from completion of the post-production
activity.

5. Changes, Cancellation Fees, and Postponement Charges

5.1 The parties agree and acknowledge that a Project is a creative and artistic activity, and the
Buyer may request changes or additions to the Services from time to time. Splinter Unit Films
will use reasonable endeavors to comply with such requests, and the Buyer shall reimburse
Splinter Unit Films for any associated changes to the Project Price (an “Approved Overage”).
The parties will reduce variations to the Services and Approved Overages to writing, including
by exchange of email, whereupon the Approved Overage shall form part of the Project Price.
5.2 In the event Services are cancelled, postponed, or rescheduled on the Buyer’s request, the
Buyer shall reimburse Splinter Unit Films in full for all costs and expenses that Splinter Unit
Films suffers or incurs. The Buyer also acknowledges a request to postpone or reschedule a
Project may also result in additional Approved Overages and a change in the Project Price. In
addition, in the event the Buyer cancels, postpones, or reschedules a particular Shoot Day or
series of Shoot Days with less than 5 days prior written notice to Splinter Unit Films, the Buyer
shall be liable to pay as an additional cancellation fee a sum equivalent to the element of the
Project Price attributable to the affected Shoot Day(s).
5.3 Splinter Unit Films reserves the right to postpone, extend, or reschedule a Project on written
notice to the Buyer, provided the original Project Price is not affected.

6. Termination

6.1 Either party may terminate an Agreement with immediate effect by giving written notice to
the other if:
6.1.1 the other party commits a material breach of any term of an Agreement which is incapable
or remedy or (if such breach is capable of remedy) fails to remedy that breach within a period of
30 days after being notified in writing to do so; or
6.1.2 an order is made or a resolution is passed for the winding-up of either party, or an
administrator/receiver/administrative receiver is appointed in relation to the assets of either
party, or either party enters into an arrangement, whether formal or informal, with its creditors.
6.2 Any provision of an Agreement that expressly or by implication is intended to come into or
continue in force on or after termination or expiry of the Agreement shall remain in full force and
effect.
6.3 Upon termination (or expiry) of an Agreement for any reason:
6.3.1 the Buyer shall immediately pay to Splinter Unit Films all of Splinter Unit Films' outstanding
unpaid invoices and interest and, in respect of Services which have been performed but for
which no invoice has been submitted, Splinter Unit Films may submit an invoice, which shall be
payable immediately on receipt; and
6.3.2 subject as otherwise provided herein and to any rights, obligations, or liabilities which have
accrued prior to termination, neither party shall have any further obligation to the other under the
Agreement.

7. Limitation of Liability

7.1 The following provisions set out the entire financial liability of Splinter Unit Films (including
without limitation any liability for the acts or omissions of its employees, agents, and
sub-contractors) to the Buyer in respect of:
7.1.1 any breach of an Agreement howsoever arising;
7.1.2 any use made by the Buyer of the Services, the Deliverable Materials, or any part of them;
and
7.1.3 any representation, misrepresentation (whether innocent or negligent), statement or
tortious act or omission (including without limitation negligence) arising under or in connection
with an Agreement.
7.2 Subject to Clause 7.5 below, Splinter Unit Films’ total aggregate liability to the Buyer in
connection with an Agreement shall be limited to the amount payable as the Project Price.7.3 Subject to Clause 7.5, neither party shall, in any event, be liable or responsible to the other
for any:
7.3.1 loss of documentation, loss or corruption of data, loss of profits or of contracts, remedial
costs, loss of operation or staff time, costs of obtaining substitute products or services and loss
of goodwill or anticipated savings (in each case whether direct or indirect); or
7.3.2 any indirect, incidental, special or consequential loss, damage, cost or expense of any
kind whatsoever;
and in each case howsoever caused and even if it has been advised of the possibility of such
loss.
7.4 The express warranties given in an Agreement are in lieu of all warranties, conditions,
terms, representations, undertakings, and obligations (express or implied) imposed by statute,
common law or otherwise all of which are hereby excluded to the maximum extent permitted by
law.
7.5 The above exclusions and limitations shall apply to the fullest extent permissible at law but
neither party excludes or limits liability for death or personal injury caused by its negligence or
that of its employees or agents and for which it is responsible, or for fraud.

8.Confidentiality and Publicity

8.1 Each party undertakes that it will not at any time hereafter use, divulge or communicate to
any person, except to its professional representatives or advisers or as may be required by law,
or any legal or regulatory authority, any confidential information concerning the business or
affairs of the other party (or of any member of the group of companies to which the other party
belongs) which may have (or may in future) come to its knowledge and each of the parties shall
use its reasonable endeavours to prevent the publication or disclosure of any confidential
information concerning such matters.
8.2 The obligations in clause 8.1 shall continue to apply notwithstanding termination or expiry of
an Agreement, but shall not apply to any confidential information that comes into the public
domain other than through a breach of an Agreement.
8.3 The Buyer agrees its name be added to Splinter Unit Films’ client list, and for Splinter Unit
Films to refer to the Buyer as a client and user of Splinter Unit Films’ services in its marketing
and public relations materials. The Buyer agrees Splinter Unit Films may use the Deliverable
Materials or images or extracts from the Deliverable Materials or other photographs and
audio-visual material created at the Project for its own promotional use in internal and client and
prospective client presentations, showreels and on Splinter Unit Films’ website.

9. Intellectual Property

9.1 Upon full payment of the Project Price, Splinter Unit Films hereby grants the Buyer a
perpetual, worldwide, royalty-free, non-transferable license to use all intellectual property rights
belonging to Splinter Unit Films and comprised in the Deliverable Materials for the purposes of
promoting the Buyer through the Buyer’s website, local or national advertising campaigns, press
releases, advertisements in publications, internal documents, and social media websites.
9.2 The Buyer acknowledges the license grant in clause 9.1 does not allow the Buyer to use the
Deliverable Materials for promotional activity on behalf of, in combination with, or for the benefit
of any third party. Any such use is subject to the prior written approval of Splinter Unit Films and
may be subject to additional charge.
9.3 The Buyer acknowledges the Deliverable Materials may include components that are owned
by third parties (for instance stock footage or music) and use of such components will be subject
to and governed by the applicable third-party licensing terms.
9.4 The Buyer agrees to credit Splinter Unit Films as ‘Splinter Unit Films’ in all videos,
videography, and post-production services wherever asked or appropriate to do so.

10.Price and payment

10.1 In consideration of the provision of the Services, the Buyer must pay the Project Price
without deduction or set off and in accordance with the terms of the Order Form and these
Terms and Conditions.
10.2 Unless agreed in advance by the parties or as set out in an Order Form, all rates detailed
in the Order do not include travel, accommodation, subsistence, and the cost of materials and
third-party services or reasonable out-of-pocket expenses. The Buyer shall reimburse Splinter
Unit Films for any reasonable expenses that necessarily incurs in connection with the provision
of the Services.
10.3 Upon execution of an Agreement, payment obligations are non-cancellable and the Buyer
shall make a non-refundable advance payment to Splinter Unit Films of the amount specified on
the Order Form in accordance with the time period specified on the Order Form. Splinter Unit
Films reserves the right at its sole discretion not to commence performance of, or begin any
preparations to perform, the Services until the Buyer has made the advance payment. The
Buyer acknowledges any failure to make the advance payment may negatively affect the timing
and performance of the Services and may lead to an increase in the Project Price.
10.4 Splinter Unit Films will issue a balancing invoice to the Buyer for the remainder of the
Project Price prior to the delivery of the Deliverable Materials. The Buyer must pay this invoice
before delivery of the Deliverable Materials and in accordance with the payment terms specified
on the Order Form.
10.5 The Buyer shall pay each invoice submitted to it by Splinter Unit Films, in full and in
cleared funds, in accordance with the payment terms specified on an Order Form. All Project
Price and other fees are exclusive of Value Added Tax and other sales taxes, which will beadded at the appropriate rate. The Buyer shall make all payments under an Agreement without
withholding or deduction of, or in respect of, any tax, levy, impost, duty, charge or fee unless
required by law. If any such withholding or deduction is required, the Buyer shall pay to Splinter
Unit Films such an additional amount as will ensure that Splinter Unit Films receives the same
total amount that it would have received if no such withholding or deduction had been required.
10.6 Without prejudice to any other right or remedy that it may have, if the Buyer fails to pay any
sum to Splinter Unit Films on the due date:
10.6.1 the Buyer shall pay interest on the overdue amount at the rate of 2.5% per month. Such
interest shall accrue on a daily basis from the due date until actual payment of the overdue
amount, whether before or after judgment. The Buyer shall pay the interest together with the
overdue amount;
10.6.2 Splinter Unit Films may not supply any Deliverable Material; and
10.6.3 Splinter Unit Films may suspend all Services until payment has been made in full.

11. Force Majeure

11.1 Neither party shall be liable for any delay in performing any of its obligations hereunder if
such delay is caused by circumstances beyond the reasonable control of the party so delaying
and such party shall be entitled to a reasonable extension of time for the performance of such
obligations. If the affected party has been prevented from performing its obligations under an
Agreement for a period of 60 days (or such other period agreed between the parties in writing),
then either party may terminate an Agreement immediately by providing notice to the other
party.

12. General

12.1 Any variation or amendment of these Terms and Conditions must be in writing, referenced
to the Terms and Conditions, and signed by an authorised representative of both parties.
12.2 The Buyer may not assign, transfer, charge or deal in any other manner with an
Agreement, without the prior written consent of Splinter Unit Films.
12.3 If any party fails to rely on its rights under an Agreement or otherwise, that shall not
prevent it from relying on those (or similar) rights in the future.
12.4 The provisions of an Agreement, and the rights and remedies of the parties under it are
cumulative and are without prejudice and in addition to any rights or remedies a party may have
at law or in equity. No exercise by a party of any one right or remedy under an Agreement, or at
law or in equity, shall (save to the extent, if any, provided expressly in an Agreement, or at law
or in equity) operate so as to hinder or prevent the exercise by it of any other such right or
remedy.12.5 Nothing in an Agreement is intended to or shall operate to create a partnership or joint
venture of any kind between the parties, or to authorize either party to act as an agent for the
other, and neither party shall have authority to act in the name or on behalf of otherwise to bind
the other in any way (including but not limited to the making of any representation or warranty,
the assumption of any obligation or liability, and the exercise of any right or power).
12.6 If any provision of an Agreement is found by a court or other competent authority to be void
or unenforceable, that provision shall be deemed to be deleted from an Agreement and the
remaining provisions of an Agreement shall continue in full force and effect.
12.7 Each Agreement (including the documents and instruments referred to in it) supersedes all
prior representations, arrangements, understandings and agreements between the parties
relating to its subject matter. Each party acknowledges that it has not relied on any
representation, arrangement, understanding, or agreement (whether written or oral) not
expressly set out or referred to in an Agreement.
12.8 Any notice given under an Agreement shall be in writing and shall be delivered by email to
the email address advised by each party to the other from time to time for this purpose, or sent
by pre-paid registered post or airmail by a recognized mail carrier (return receipt requested) or
in person to the registered address of the relevant party. In the case of email, the notice shall be
deemed to have been delivered on acknowledgment by the recipient. In the case of post, the
notice shall be deemed to effective one business day after the date on proof of delivery.
12.9 An Agreement is not intended to convey a benefit to any person not a party to it and
accordingly the provisions of the Contracts (Rights of Third Parties) Act 1999 are excluded.
12.10 An Agreement shall be governed by the laws of England and Wales and the parties agree
to submit to the exclusive jurisdiction of the English Courts.