Terms and Conditions
Last Revised: Monday 07 July, 2025
TERMS AND CONDITIONS of The Chase Films Ltd of 5th Floor, 2 Commercial Street, Manchester, M15 4RQ and registered at Companies House with company number 9185241 (the Company).
Whereas:
The Company will provide the Client with the Services as more particularly set out in the Quote.
1. Interpretation
1.1 Definitions In these terms and conditions, the following definitions apply:
Charges: the charges payable by the Client for the supply of the Services as set out in the Quote and which are further subject to any increases in accordance with the provisions of these terms and conditions as amended from time to time;
Client: the client to whom the Services as detailed in the Quote will be provided;
Commencement Date: means the date of acceptance of the Quote by the Client;
Quote: means the Quote provided to the Client by the Company and accepted in writing by the Client and which includes these terms and conditions; Services: the services supplied by the Company to the Client in accordance with the Quote. Words denoting the singular shall include the plural and vice versa, words denoting the masculine gender shall include the feminine gender and vice versa and words denoting persons shall include corporations. Reference to a Clause or a Schedule shall be deemed to be a reference to a clause of or a schedule to these terms and conditions and reference to a sub-clause shall be deemed to be a reference to sub-clause of the clause in which the reference appears.In these terms and conditions clause headings are included for ease of reference only and shall not affect these terms and conditions or the interpretation hereof.
2. Charges and payment
2.1 The Charges detailed herein are professional fees, exclusive of VAT, for the work to be undertaken by the Company’s employees in connection with the various phases of the work detailed in the Quote.
2.2 If the scope of the Quote changes, or additional services are requested by the Client, the Company reserves the right to modify fees.
2.3 The Company will invoice each phase of the work detailed in the Quote in three stages: 50% at the start, 25% in advance of filming and 25% upon delivery. Work will commence once the 50% at the start of the phase has been paid in accordance with clause 2.6.
2.4 The Charges will remain fixed (subject to the scope of the work involved remaining unaltered) for a period of three months from the date of the Quote unless otherwise specified. Any time after this, the Company reserves the right to increase the Charges. If the time-scale (where specified) or any revised time-scale, for the execution of the work outlined in the Quote should be extended due to external or internal circumstances dictated to or influenced by the Client, the Company reserves the right to revise the Charges.
2.5 All payments will be in pounds sterling and will be payable in the United Kingdom. The Client agrees that if the Quote involves services for an entity existing outside the UK, or services to be rendered outside of the UK, that all payments to be made under the terms of the Quote have been approved by all appropriate government foreign exchange control agencies and the Client will immediately upon demand provide the Company with evidence of such approval.
2.6 The Client shall pay each invoice submitted by the Company upon receipt of the invoice (unless such other timeframe is agreed in writing by the parties); and in full and in cleared funds to a bank account nominated in writing by the Company or by any other method as agreed with the Company. If any invoice remains unpaid for more than 30 days after invoice date, the Company will be entitled to charge and the Client shall pay interest on any sum outstanding at the rate of 2% per annum above the UK Base Rate. Interest will accrue on a daily basis.
2.7 The Client shall pay all amounts due under these terms and condition in full without any deduction or withholding except as required by law and the client shall not be entitled to assert any credit, set‐off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Company to the Client.
3. External or third party costs
3.1 Any costs incurred by the Company to external or third party suppliers in connection with the Quote are not included in the Charges. Typical external or third party supplier costs include, but are not limited to, mock-ups, photography, image licensing, translation services and shipping. Where such costs are likely to be incurred, an estimate will be provided by the Company to the Client in advance.
3.2 If the scope of the Quote changes, or additional services requiring additional external or third party supplier costs are requested by the Client, the Company will notify the Client of any changes to the Charges.
3.3 The Company reserves the right to charge for additional unforeseen costs incurred as a result of statutory amendments to rates of pay, taxes and duties or other circumstances outside the control of the Company. If such increase exceeds 10% of the Charges, the Client shall be entitled within 7 days of receipt of notice of any such increases to terminate the relationship but shall be liable for all losses made by the Company and charges already committed or incurred.
3.4 At the start of each phase, the Company will invoice 50% of the estimated external or third party supplier costs for that phase. The balance of the costs will be invoiced as they are incurred during the course of that phase.
4. Out of pocket expenses
4.1 Out of pocket expenses incurred in connection with the Quote are estimated in the Charges. Out of pocket expenses include but are not limited to hotel accommodation for meetings, subsistence and travel.
4.2 If the scope of the Quote changes, or additional services requiring additional out of pocket expenses are requested by the Client, the Company will notify the Client of any changes to the Charges as the project outlined in the Quote proceeds.
5. Value Added Tax
Where appropriate, value added tax will be charged on an invoice and will be identified separately.
6. Publicity
6.1 The Company shall retain the rights to use all work created by it for the Client as part of the Quote, for the Company’s own promotional purposes, including, but not limited to, news releases, articles, brochures, case histories, advertisements, prepared speeches or other information releases, or any other marketing or profile-raising activity.
7. Intellectual property rights
7.1 In consideration of, and subject to, the final payment of full fees due to The Chase Films Ltd by the client, The Chase Films Ltd hereby assigns to the client with full title guarantee all the distribution rights of the final production only, and only for the intended platform described in the Estimate. All rushes, project files, music files, photographic files remain the property of The Chase Films Ltd under authorship copyright – referred to as the ‘first owner of copyright’ under the 1988 Copyright, Designs and Patents Act. A release fee of an agreed percentage of the final production budget must be agreed either in advance or prior at the author’s (The Chase Films Ltd) discretion for release of all production rushes, project files, music files, photographic files, etc. Further, in the event of a claim being made against the Client in respect of infringement of a third party’s rights in material which has been provided to the Company by the Client, the Client agrees that it will not seek to make any recovery for financial loss nor bring any action or other third party proceedings against the Company in connection with such claim. Legal protection and appropriate registration of a design, name, mark or other material developed by the Company is the Client’s sole responsibility and should be done promptly after final approval to preserve such rights.
7.2 The film, names, music, audio, marks and materials created by the Company are believed not to infringe upon the rights of others. However, theCompany provides no warrant to the Client that it will be immune from claims of others due to the complexity of the laws and regulations governing such rights and the virtual impossibility of searching names and designs worldwide and the client should seek its own independent legal advice.
8. Confidentiality
A party (Receiving Party) shall keep in strict confidence all technical or commercial know‐how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 8 shall survive termination of any arrangements or agreements between the parties.
9. Limitations on liability
9.1 Nothing in these terms and condition shall limit or exclude the Company’s liability for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation;
9.2 Subject to clause 9.1:
(a) the Company shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Quote and work carried out under the terms of the Quote; and
(b) the Company’s total liability to the Client in respect of all other losses arising under or in connection with the Quote, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, including losses caused by a deliberate breach of the terms of the Quote by the Company, its employees, agents or subcontractors shall not exceed the amount paid by the Client to the Company for the services provided by the Company to the Client.
9.3 Except as set out in these terms and conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.
10. Termination
10.1 Without limiting its other rights or remedies, each party may terminate the relationship with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of the Quote or these terms and conditions and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing of the breach;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a Quote for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party (being an individual) is the subject of a bankruptcy petition or order;
(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
(h) a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.1(b) to clause 11.1(i) (inclusive); (k) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or (l) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
10.2 Without limiting its other rights or remedies, the Company may terminate the relationship with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Quote or these terms and conditions on the due date for payment.
10.3 Unless the Quote contains alternative termination provisions which override the notice periods contained in this clause, either party may terminate this contract upon 90 days written notice. During such 90-day period, these terms and conditions will remain in full force and effect. Upon termination, there shall be no further or additional liability upon either party for payments or services beyond the effective date of termination. However, such termination shall not relieve the Client of its obligation to pay the Company the professional fees for all services rendered, as well as costs, expenses and amounts due to the Company up to the effective date of termination. In addition, the Client will be responsible for all contracts with third parties that cannot be cancelled, which have been entered into by the Company on the Client’s behalf pursuant to the Quote and these terms and conditions. On the effective date of termination, the Company shall deliver to the Client all property in its possession that belongs to the Client.
10.4 On termination, for any reason, the Client shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of any service supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Client immediately on receipt;
11. General
11.1 Force majeure
(a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to strikes, lock‐outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
(b) The Company shall not be liable to the Client as a result of any delay or failure to perform its obligations under the Quote or these terms and conditions as a result of a Force Majeure Event.
(c) If the Force Majeure Event prevents the Company from providing any of the services as contemplated by the Quote or these terms and conditions for more than 4 weeks, the Company shall, without limiting its other rights or remedies, have the right to terminate he relationship immediately by giving written notice to the Client.
11.2 Assignment and subcontracting
(a) The Company may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under these terms and conditions and the Quote and may subcontract or delegate in any manner any or all of its obligations to any third party or agent.
(b) The Client shall not, without the prior written consent of the Company, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these terms and conditions or the Quote.
11.3 Notices
(a) Any notice or other communication required to be given to either party shall be in writing and shall be delivered to the other party personally or sent by prepaid first‐ class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.
(b) This clause 11.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e‐mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e‐mail.
11.4 Waiver
A waiver of any right under these terms and conditions or the Quote is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under these terms and conditions or the Quote or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
11.5 Severance
(a) If a court or any other competent authority finds that any provision of these terms and conditions or the Quote (or part of any provision) is invalid, illegal or unenforceable, that provision or part‐provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected.
(b) If any invalid, unenforceable or illegal provision of these terms and conditions or the Quote would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
11.6 No partnership
Nothing in these terms and conditions or the Quote is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
11.7 Third parties
The parties confirm their intent not to confer any rights on any third parties by virtue of these terms and conditions or the Quote and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to these terms and conditions or the Quote.
11.8 Variation
Except as set out in these terms and conditions or the Quote, any variation, including the introduction of any additional terms and conditions, to these terms and conditions or the Quote, shall only be binding when agreed in writing by the Company.
11.9 Governing law and jurisdiction
These terms and conditions or the Quote, and any dispute or claim arising out of or in connection with it or its subject matter or (including non‐contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
11.10 Contact reports
When appropriate decisions and points of agreement are reached between the Company and the Client these will be documented by the Company in contact reports which shall be deemed to be accepted by the Client as a true and accurate record unless the Company is advised to the contrary within two working days of receipt.
11.11 Client approvals
Where the Client has approved proofs of work created or prepared by the Company in whatever medium, the Client will accept all responsibility for any errors, inaccuracies or other defects in such proofs.
11.12 Client property
The Company will take all reasonable steps to prevent loss of or damage to the Client’s property while in the possession of the Company. It will remain at all times the responsibility of the Client to insure its property. In the absence of negligence on the part of the Company, no liability is accepted for any form of damage to or loss of Client property.
11.13 Disputes
11.13.1 With respect to disputes arising in relation to these terms and conditions or the Quote, the following procedures shall apply. Where there is a dispute the aggrieved party shall notify the other party in writing of the nature of the dispute with as much detail as possible about the deficient performance of the other party. A representative from each of the parties ('representatives') shall meet in person or communicate by telephone within 5 business days of the date of the written notification in order to reach an agreement about the nature of the deficiency and the corrective action to be taken by the respective parties. The representatives shall produce a report about the nature of the dispute in detail to their respective boards and if no agreement is reached on corrective action, then the chief executives of each party shall meet in person or communicate by telephone, to facilitate an agreement within 5 business days of a written notice by one to the other. If the dispute cannot be resolved at board level within a further 5 business days, or if the agreed upon completion dates in any written plan of corrective action are exceeded, either party may seek its legal remedies as provided below.
11.13.2 If the parties cannot resolve a dispute in accordance with the procedure in clause 11.13.1 above, then they shall with the assistance of the Centre for Effective Dispute Resolution ('CEDR'), seek to resolve the dispute or difference amicably by using an Alternative Dispute Resolution ('ADR') procedure acceptable to both parties before pursuing any other remedies available to them. If either party fails or refuses to agree to or participate in the ADR procedure or if in any event the dispute or difference is not resolved to the satisfaction of both parties within 30 days after it has arisen, the matter shall be settled in accordance with the procedure below.
11.13.3 If the parties cannot resolve the dispute by the procedure set out above, the parties shall irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for the purposes of hearing and determining any dispute arising out of these terms and conditions or the Quote.
11.13.4 While the dispute resolution procedure above is in progress and any party has an obligation to make a payment to another party or to allow a credit in respect of such payment, the sum relating to the matter in dispute shall be paid into an interest bearing deposit account to be held in the names of the relevant parties at a clearing bank and such payment shall be a good discharge of the parties' payment obligations under these terms and conditions or the Quote. Following resolution of the dispute, whether by mediation or legal proceedings, the sum held in such account shall be payable as determined in accordance with the mediation or legal proceedings, and the interest accrued shall be allocated between the parties pro rata according to the split of the principal sum as between the parties.
11.14 Acceptance
Acceptance by the Client of the Company’s Quote is deemed to include acceptance of these terms and conditions of business.