TERMS OF SERVICE

Updated 10 May 2024

IN PLAIN ENGLISH

Between us, Moyes Media and you, the Client.

We will always do our best to fulfil your needs and meet your goals, but sometimes it’s best to have a few things written down so that we both know what’s what, who should do what and what happens if stuff goes wrong. We have no desire to trick you into signing something that you might later regret.

We do however want what’s best for the safety of both parties, now and in the future.

In short

You and/or your company are hiring us (Moyes Media) located at 1/132 Prospect Rd, Prospect, SA to produce the deliverables for the estimated total price as outlined in our proposal.

Of course, there’s a bit more to it, but we’ll get to that.

What Do Both Parties Agree To Do?

As our customer, you have the power and ability to enter into this contract on behalf of your company or organisation. You agree to provide us with everything that we’ll need to complete the project - including text, images and other information – as and when we need it and in the format we ask for.

You agree to review our work, provide feedback and approval in a timely manner. Deadlines work two ways and you’ll also be bound by any dates that we set together. You also agree to stick to the payment schedule set out within your proposal.

We have the experience and ability to perform the services you need from us and we will carry them out in a professional and timely manner. Along the way, we will endeavour to meet all the deadlines set but we can’t be responsible for a missed launch date or a deadline if you have been late in supplying materials or have not approved or signed off our work on time at any stage. On top of this, we’ll also maintain the confidentiality of any information that you give us.

You are granted a specified number of Pre-Production revisions and Post Production revisions - please check your proposal for these revision round numbers. Additional rounds of major and minor revisions are billed at $150 per hour, with a minimum charge of $150. Revisions will only be received from your organization’s one key point of contact.

If multiple stakeholders are involved in giving feedback, it is up to your organization’s one key point of contact to collate the feedback and input it into our Vimeo review system.

The reason for this is we cannot guarantee project completion and eliminate budget overrun if this is not strictly adhered to. Our goal is to deliver your project on time and within budget. We guarantee we can do this if the brief is signed off and we stick to it throughout the agreed schedule.

Just like a parking ticket, you can’t transfer this contract to anyone else without our permission.

Authorizing this project requires a signature at the end of your proposal.

THE BIG LEGAL VERSION

Between the "Producer," Moyes Media, and you/your company, the "Client".

• 1. Term

The work provided by the Producer will start and end on the target production timeline dates set out in “The Plan” section of your proposal. It is agreed that this schedule is subject to change from time to time with the mutual consent of the Parties.

Once finalized, the production timeline shall serve as both the primary timeline and milestones guideline for the Project. Both Parties agree to stick to the project dates and the revision period listed within the proposal to the best of their abilities and understand that failure to do so will result in project delays and additional fees.

• 2. Roles and Responsibilities

We agree to use our best efforts to fulfill and exceed your expectation on the deliverables listed in your proposal. You agree to aid us in doing so by making available to us required information pertaining to your business and to cooperate with us in expediting the work.

Producer will:

Produce and supply the deliverables as outlined in the proposal

Client will:

Provide us with everything that we’ll need to complete the project – including text, images, and other information – as and when we need it and in the format we ask for. We require any brand guidelines to be sent in writing prior to production so we have time to ensure accuracy.

Agree to review our work, provide feedback and approval in the agreed timelines. Deadlines work two ways and you’ll also be bound by any dates that we set together.

Agree to stick to the payment schedule set out in your proposal.

Source any talent and liaise with businesses featured within the video.

• 3. Fees and Payment

The total cost to the Client for the completion of the Project is included in your proposal excluding any additional expenses.

Unless otherwise specified in your proposal, the Client shall pay the Producer for the Project in the following installments:

The first payment, of 50% of the project total (the “Deposit”), will be paid upon signing the proposal.

The final payment, of 50% of the project total will be paid prior to the final payment date listed in your proposal.

• 4. Refunds

Due to the nature of production scheduling and resource allocation, the deposit payment is non-refundable. If the project is terminated in accordance with clause 13 then any funds that have already been paid by the client that exceed the amount of work completed will be refunded.

• 5. Expenses

The Producer will pay for all Project expenses related to:

• each stage of production

The client will pay for all Project expenses related to:

• talent expenses

• location expenses

From time to time, the Producer may determine that an expense not covered under this Agreement may be necessary for the betterment of the Project. The Producer agrees to provide the Client with a detailed written request for additional funds to cover that expense, why it’s necessary, and how not paying for it may materially affect the quality of the Project.

The Client is responsible for either approving or denying the additional expenses in writing and fully acknowledges how that may affect the overall project.

5.1 Additional Expenses & Delays

Functionality or feature requests above and beyond those listed in the concept/script may be considered out-of-scope, and an amendment to the budget will be recommended. Projects that go dormant for longer than 30 days will incur a minimum fee of $500 inc GST to resume work at the discretion of Moyes Media.

• 6. Project Scope

At each stage of production, we will require written sign off from your one key point of contact listed in your proposal. We politely insist on consolidated feedback at all stages.

If you want to change your mind, add extra elements or music or even add new shooting days, that won’t be a problem. However, you will be charged accordingly, and these additional costs will need to be agreed to before the extra work commences. This additional work will affect deadlines and they will be moved accordingly. We’ll be upfront about all of this if and when it happens, make sure we’re all on the same page before proceeding.

6.1 Re-shoots

If a re-shoot is deemed necessary by the client for any reason, the producer will advise the client of the expenses incurred as a result of the re-shoot, and they will be added to the next project invoice following the re-shoot.

6.2 Shooting Cancellation Fee

We will do our best, time-permitting, to send shoot reminder emails 14 days & 7 days from a scheduled shoot day.

Due to the lead time required in booking resources for shoot days, we have a minimum cancellation fee of $800 ex GST. If Moyes Media receives notice less than three days out from a previously-booked shoot, the client will be billed a cancellation fee of at least $800 inc GST. This fee could be larger depending on the amount of resources required for the shoot. Variables that increase the cancellation fee include, but are not limited to: external contractors, location booking fees, talent, travel expenses or catering.

• 7. Approval / Revisions

The prices in the “Your Investment” section of your proposal are based on the amount of work we estimate we’ll need to accomplish everything that you have told us you want to achieve. This means that if you'd like us to do more work than we've quoted for then it will cost more. This can sometimes be the case during the approval and revision period.

The Client is granted one round of major revisions as part of Concept Development (Pre Production) and two rounds of minor revisions as part of Post Production. Additional rounds of revisions are billed at $150 per hour, with a minimum charge of $150. Revisions are only given from the Client’s one key point of contact listed in your proposal. If multiple stakeholders are involved in giving feedback, it is up to the Client’s one key point of contact to collate the feedback and input it into our Vimeo review system. Our goal is to deliver your project on time and within budget.

Major and minor rounds of revisions must be delivered to the Producer within the revision period listed in your proposal. If no feedback or communication has been given within 2 weeks of the project being sent for revisions, the Project by the Client shall be deemed to be approved by the Client.

Major revisions are defined as any significant changes to the narrative of the story, edit, inclusion, and removal of entire scenes or VOs, change in the soundtrack, and anything that significantly impacts the overall story or visual. Minor revisions are defined as any minor rearrangement, removal, edit, or addition of footage that won’t significantly affect the narrative or story such as audio levels and colour balance.

We also ask you to put revision feedback in writing via our Vimeo Video review tool, so we can keep track of changes. If the nature or functions of the project change significantly throughout the process, we reserve the right to deem the current project cancelled. At this point, you will pay us in full for all the work we have done and may commission us to complete the new project based on the new requirements. This will require a new proposal.

• 8. Keeping original raw footage

Your project and all its associated files will be deleted within 4 weeks of the completion of the project. Delivery of raw media files is available on request, starting at a cost of $350 inc GST and transferred to a hard drive that you supply.

• 9. Ownership & Copyright

The Project and all final materials created as a direct result of this Agreement and specifically mentioned in this Agreement become the legal property of the Client upon the completion of work and the payment in full of the Final Budget by the Client.

Once the project is completed and the balance of the Final Budget is paid, the Client shall assign all rights in and to the Project to Moyes Media for use in live in-person presentations and web promotional use.

You guarantee to us that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide us for inclusion in the video are either owned by you or that you have permission to use them. We’ll give you a copy of the final video/s but not the elements used to create it. You should store them really safely as we are not required to keep them or provide any native source files we used to make them beyond 2 weeks of this agreement.

You also own text content, photographs and other data you provided unless someone else owns them.

We love to show off our work and share what we have learned with other people, so we reserve the right to display and link to your completed project as part of our portfolio and to write/talk about the project on any platform/format.

• 10. Rights Period and Use Restrictions

The Client acknowledges that due to third party agreements with respect to the production of the Project, there may be limits to the time the Project is permitted to be publicly exploited.

These limits are imposed due to the Rights Period and Permitted Media limitations in acting or voice-over agreements for the talent appearing in the Project, stock music licensing for the music used in the Project, and/or stock footage licensing for the footage used in the Project. All of these limitations will be outlined in the Performer’s Deal Memo, Music Use Licenses, and/or Footage Licenses provided to the Client prior to inclusion in the Project.

• 11. Confidentiality

During the course of this Agreement, the Parties may disclose to the other certain information which is confidential to the disclosing Party. Provided that the disclosing Party informs the other Party that the information is Confidential Information, each Party will hold the other party’s Confidential Information in confidence, will not disclose it to other parties and will only use it for the purposes of this Project.

• 12. Accuracy of Content

The Project is based on the information provided to Moyes Media by the Client. Moyes Media cannot guarantee the accuracy of this information. It is understood that the Client is responsible for all Project content provided by the Client.

We can’t guarantee that the completed video will always be error-free and so we require your sign off at predetermined stages up to and including final delivery. We can’t be liable to you or any third party for damages, including lost profits, lost savings, or other incidental, consequential or special damages arising out of the video, even if you have advised us of the possibilities of such damages.

If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

• 13. Termination of Agreement

This Agreement may be terminated by either Party by giving the other Party fourteen (14) calendar days prior written notice. In the event of a material breach of this Agreement by either Party, the non-breaching Party may terminate this Agreement immediately upon giving written notice to the breaching Party.

Immediately upon termination of this Agreement, Moyes Media will cease performing its obligations. Within seven (7) days of the termination, the Client will pay Moyes Media fees for all work performed prior to the date of termination at a rate of $150 Australian Dollars per hour, less any amount previously paid.

• 14. Entire Agreement

The Agreement constitutes the entire Agreement of the Parties. Amendments may be made by written agreement of both parties. You can’t transfer this contract to anyone else without our permission. This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.

• 15. Mediation

Any claim or controversy arising out of the Agreement will be referred at the request of either Party to a Mediator. If the dispute is not settled first through Mediation, the Parties will be bound to enter into Arbitration in the city of Adelaide in the State of South Australia. Both Parties agree to be bound by the decision of the arbitrator.

• 16. Governing law

This Agreement will be governed by and construed in accordance with Australian law.

• 17. Electronic Signatures

For all intents and purposes, electronic signatures used by Moyes Media or the Client are considered equivalent to handwritten signatures. Electronic signatures are deemed valid, enforceable, and admissible in all legal and business matters

• 18. Music Selection

Moyes Media will exclusively utilize music from licensing websites to which they hold an active subscription. All music used in our video productions is sourced from legitimate and licensed sources, ensuring compliance with copyright and intellectual property rights.