These Terms and Conditions are for your protection as well as ours. Please read them carefully. These Terms and Conditions shall govern each and every order and shall form part of the agreement between us. No variation of any term or condition set out herein shall be effective unless agreed in writing by both parties. The headings in these Terms and Conditions are for convenience only and do not form part of the agreement between us. 

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1 INTERPRETATION

 

1.1 Definitions 

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The words below are agreed to mean as follows:- 

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“Bear House Media” means Bear House Media Ltd (CRN: 13489977), with its address being Oak House, Malleson  Road, Gotherington, Cheltenham, Glos GL52 9EX.  

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“Bear House Media Materials” has the meaning set out in clause 5.1.8.  

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“Booking Form” the final agreed brief for the Services containing the agreed scope from the Proposal of  Services/Statement of Works together with final details of all Fees for the Services.  

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“Business Day” a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.  

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“Commencement Date” has the meaning given in clause 2.2. 

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“Conditions” these terms and conditions as amended from time to time in accordance with clause  12.10.  

“Contract” the contract between Bear House Media and the Customer for the supply of Services in accordance with these Conditions.  

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“Customer” the person or firm who purchases Services from Bear House Media. 

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“Customer Default” has the meaning set out in clause 5.2.  

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“Event Date” means the date on which the Services are to be performed, as detailed in the Proposal of  Services/Statement of Works.  

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“Fees” the fees payable by the Customer for the supply of the Services in accordance with clause 6. 

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“Intellectual Property Rights” patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get- up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights,  in each case whether registered or unregistered and including all applications and rights to apply for and be granted,  renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.  

 

“Order” the Customer’s confirmation of acceptance of the Proposal of Services/Statement of Works communicated by email to Bear House Media.  

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"Product" The product, video production, photograph, animation, audio, written works, mixed media, website content,  social media content, code and/or other web-based digital support services, or new media project that we have agreed to develop and produce for you in accordance with the agreed Proposal/Statement of Works.

 

“Proposal of Services/Statement of Works” the description, specification and scope of the Services provided in writing by Bear House Media to the Customer.  

 

“Services” the Product and services supplied by Bear House Media to the Customer as set out in the Proposal of  Services/Statement of Works. 

 

1.2 Interpretation  

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1.2.1 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

1.2.2 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.  

1.2.3 A reference to writing or written includes email.  

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2 BASIS OF CONTRACT 

 

2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions. 

 

2.2 The Order shall only be deemed to be accepted when Bear House Media issues a final Booking Form together with written acceptance of the Order at which point and on which date the Contract shall come into existence  (Commencement Date), save for when Bear House Media engages with the client relating to any preparatory work or discovery process before the final Booking Form and acceptance of the Order is confirmed. In this circumstance the ‘Commencement Date’ shall be the date when such preparatory work commences and accordingly, Bear House Media reserves the right to charge the Customer Fees for such preparatory work in line with its standard daily or hourly rates (as applicable).  

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2.3 Any sample content, software, drawings, descriptive matter or other electronically or physically issued content by Bear House Media, together with any sample content, descriptions, illustrations or otherwise contained on  Bear House Media’s website, are issued and/or published for the sole purpose of advertising and giving an approximate idea of the Services provided by Bear House Media. They shall not form part of the Contract nor have any contractual force.  

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2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.  

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3 SUPPLY OF SERVICES  

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3.1 Bear House Media shall supply the Services to the Customer in accordance with the Proposal of  Services/Statement of Works in all material respects.  

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3.2 Bear House Media shall use all reasonable endeavours to meet any performance dates specified in the Proposal of Services/Statement of Works, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. Bear House Media shall not be liable for any loss or damage suffered by the  Customer as a result of any request to change such performance dates or as a result of any delay which is not directly attributable to Bear House Media.  

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3.3 Bear House Media reserves the right to amend the Proposal of Services/Statement of Works if necessary to comply with any applicable law or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and Bear House Media shall notify the Customer in any such event and will agree any change in Fees with the Customer (if applicable).  

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3.4 The Customer shall not be entitled to amend the Proposal of Services/Statement of Works unless such amendments are agreed with Bear House Media. Such amendments may incur additional Fees, as set out below. 

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3.5 Bear House Media warrants to the Customer that the Services will be provided using reasonable care and skill. 

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3.6 All Bear House Media’s staff are pivotal to the delivery of the Services. However, should any key member(s) of  Bear House Media’s staff suffer from or undergo any illness or other unforeseen circumstance that has the effect of preventing Bear House Media from performing the Services (and provided that Bear House Media is unable to source a replacement individual to perform those same services) Bear House Media shall notify the Customer as soon as possible of any delays and shall discuss alternative days for delivery of the Service (if necessary). 

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3.7 In the unlikely event that Bear House Media experience equipment failure or difficulties, it will try to find suitable replacement equipment as soon as practicable. All equipment (including any replacement equipment)  used on the Event Date will be at Bear House Media’s sole discretion.  

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3.8 Bear House Media shall take all reasonable steps and precautions to protect the video footage files, audio recordings and other material that it gathers during the Services, however, Bear House Media shall not be liable if such files are lost, damaged or stolen whilst in its possession, for example, if such footage is subject to theft  (within the meaning of the Theft Act 1968). Other potential causes of loss to video footage files and audio recordings includes, but is not limited to, Force Majeure Events (as described above), human error and/or computer malfunction and/or failure. 

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4 PHOTOGRAPHY AND VIDEOGRAPHY SERVICES, COMMISSIONED FILMS, WRITING  SERVICES, MULTIMEDIA PRODUCTS AND CREATIVE SERVICES  

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4.1 Editorial discretion.

  

4.1.1 The Customer shall be offered a ‘first cut edit’ or ‘first proof’ for some simpler services. For more complex services, the Customer shall be given two edit reviews with the second being the sign off. Any changes or amendments can only be smaller editorial decisions in agreement with the professional opinion of the Bear  House Media team, and in terms of accuracy and cannot affect the original brief, within reason. All edits or proofs shall be reviewed by the Customer and communicated to Bear House Media as soon as possible. Should the Customer require any subsequent revisions or significant re-edits, these will be agreed and separately quoted for and charged accordingly. If more than two edit reviews are required that will be specified in the ‘Order for  Services’. Any other additional editing shall be charged separately and, in the event of a material change in the  Product and/or Services, Bear House Media will issue a change notice to the Customer detailing any changes to the scope, timescale and Fees. Such change notice shall be agreed between the parties before Services continue.

 

4.2 Films. 

 

4.2.1 For film recording services, Bear House Media will provide the Customer with a secure internet website link in order to review the footage. Should the Customer or any other third party distribute the link for public use, we accept no liability whatsoever for any breach of copyright, music rights or otherwise.  

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4.3 Health and safety.  

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4.3.1 Bear House Media reserves the right in all circumstances to remove any of its personnel, subcontractors,  equipment and/or materials from any venue or location if, in Bear House Media’s reasonable opinion, it believes it to be unsafe or if Bear House Media’s personnel and/or subcontractors are subject to abusive or aggressive behaviour.  

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4.4 Equipment failure.  

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4.4.1 In the unlikely event that Bear House Media experiences equipment failure or difficulties, it will try to find suitable replacement equipment as soon as practicable. All equipment (including any replacement equipment)  used on the Event Date will be at Bear House Media’s sole discretion.  

 

4.5 Prohibited acts.  

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4.5.1 If the Customer (or any individual connected to the Customer or is group) provides content to Bear House  Media, this must be made accurately and honestly without any embellishment, defamation, slander, undue prejudice or infringement of any individual’s privacy or otherwise (Prohibited Acts). Bear House Media shall not be liable whatsoever for any Prohibited Acts, however, should Bear House Media discover any Prohibited  Acts or suspect any Prohibited Acts, it reserves the right to delay the publishing of any written content, film footage, interview, photograph or otherwise until it has contacted the individual who is mentioned, or who is referred to, in order to obtain their ‘release permission’. If Bear House Media is unable to do this, it reserves the right to edit such written content, film footage, interview, photograph or otherwise at its sole discretion.  

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5 CUSTOMER’S OBLIGATIONS  

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5.1 The Customer shall: 

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5.1.1 ensure that the terms of the Order and any information it provides to Bear House Media are complete and accurate. You agree that you will:

(a) supply us with all source materials to be provided by you for incorporation into the Product by the dates and  times specified by us and in the format requested by us; 

(b) co-operate with us in the development and production of the Product; 

(c) formally approve and sign off various stages of the production process upon request by us.

5.1.2 co-operate with Bear House Media in all matters relating to the Services;  

5.1.3 nominate an individual who will be the main point of contact for Bear House Media and who will have ultimate authority to bind the Customer and give decisions on its behalf to Bear House Media.  

5.1.4 provide Bear House Media, its employees, agents, consultants, freelancers and subcontractors with access to  the Customer’s premises, office accommodation and other facilities as reasonably required by Bear House  Media;  

5.1.5 provide Bear House Media with such information and materials as Bear House Media may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; 

5.1.6 prepare the Customer’s premises and/or any other premises for the supply of the Services; 

5.1.7 obtain and maintain all necessary licences, rights, permissions and consents which may be required for (or in relation to) the Services before the date on which the Services are to start. For the avoidance of doubt, the  Customer shall ensure that it has obtained any relevant permissions from contributors to their content or otherwise and that it either owns or controls all necessary rights for its use. The Customer confirms that any  such content provided to Bear House Media does not infringe the rights or interests of any third party; 

5.1.8 keep all materials, kit, equipment, documents (whether electronic or physical) and other property of Bear House  Media (Bear House Media Materials) at the Customer’s premises or other premises used in the delivery of the  Services in safe custody at its own risk, maintain Bear House Media Materials in good condition until returned  to Bear House Media, and not dispose of or use Bear House Media Materials other than in accordance with Bear  House Media’s written instructions or authorisation; and  

5.1.9 comply with any additional obligations as set out in the Proposal of Services/Statement of Works (if applicable). 

 

5.2 If Bear House Media’s performance of any of its obligations under the Contract is prevented or delayed by any  act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer  Default):  

5.2.1 without limiting or affecting any other right or remedy available to it, Bear House Media shall have the right to  suspend performance of the Services until the Customer remedies a Customer Default, and to rely on the  Customer Default to relieve it from the performance of any of its obligations in each case to the extent the  Customer Default prevents or delays Bear House Media’s performance of any of its obligations;  

5.2.2 Bear House Media shall not be liable for any costs or losses sustained or incurred by the Customer arising  directly or indirectly from Bear House Media’s failure or delay to perform any of its obligations as set out in  this clause 5.2; and  

5.2.3 the Customer shall reimburse Bear House Media on written demand for any costs or losses sustained or incurred by Bear House Media arising directly or indirectly from a Customer Default.  

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6 CHARGES, AMENDMENTS, CANCELLATIONS AND PAYMENT  

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6.1 The Fees for the Services shall be calculated on a time and materials basis:  

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6.1.1 the Fees shall be calculated in accordance with Bear House Media’s daily or hourly fee rates, as set out in the  Proposal of Services/Statement of Works.  

 

6.1.2 Bear House Media shall be entitled to charge the Customer an additional overtime rate of the daily fee rate on a  pro-rata basis for each part day or for any additional time (which for the avoidance of doubt shall start applying when the hours worked exceed 10 hours in any 24-hour period (inclusive of a one-hour lunch break)) worked by its employees, agents, consultants, freelancers and/or subcontractors outside the hours referred to in the  Proposal of Services/Statement of Works.

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6.1.3 Bear House Media shall be entitled to charge the Customer for any Variables to the Services where such  Variables are added to the Services after the Proposal of Services/Statement of Works has been agreed and accepted and shall issue the Customer with a notice of the agreed changes and the additional charges. The  Variables include (without limitation): additional research, subcontracted voiceover agent final costs, subtitle and transcription costs, stock photos and images from archives, scanning, resizing and colour-matching photos,  any additional edits above the agreed number of edits, and any significant changes to designs, editing or otherwise (Variables).  

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6.1.4 Bear House Media shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Bear House Media engages in connection with the Services including, but not limited to,  travelling expenses (including premises recce visits) (which shall be charged at half of the daily fee rate on a pro-rata basis), hotel costs and any associated expenses, for the cost of services provided by third parties and required by Bear House Media for the performance of the Services (if applicable), and for the cost of any materials, such costs and expenses shall be charged as and when reasonably incurred but shall as a minimum,  cover such reasonable costs and expenses as incurred for each day in which performance of the Services is delivered. Bear House Media shall provide the Customer with invoices for significant expenses incurred which require payment in advance of performance of the Services. Payment of such invoice must be settled within 7  days of issuance.  

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6.1.5 Bear House Media shall invoice the Customer at the following stages:  

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6.1.5.1 [xx%] of the total Fees payable is due on signing the Contract;  

6.1.5.2 [xx%] of the total Fees payable (plus payment for any agreed Variables and Expenses, if any) is due on  completion of the Services; 

6.1.5.3 [100%] of the total Fees (plus payment for any agreed Variables and Expenses, if any) shall be immediately  payable upon signing of the Contract, where an Order is made 14 days or less from the date of commencement  of Services; 

6.1.5.4 monthly instalments agreed and set out in accordance to the Bear House Media Booking Form; and 6.1.5.5 account terms are offered on a discretionary basis and our Services agreement to such terms will only be effective if in writing and signed by Bear House Media. 

 

6.2 Bear House Media may issue “pro forma” invoices as an invitation to pay and then issue a “full” invoice when payment has been received and cleared. 

 

6.2.1 The Customer shall pay each invoice submitted by Bear House Media:  

6.2.1.1 within [xx] days of the date of the invoice or in accordance with any other credit terms agreed by Bear House  Media and confirmed in writing to the Customer; and  

6.2.1.2 in full and in cleared funds to a bank account nominated in writing by Bear House Media, and time for payment shall be of the essence of the Contract.  

 

6.2.2 If the Customer requires Bear House Media to deliver the Services outside of the UK (and to the extent that the same may be applicable within the UK), both parties will assess and follow all relevant government actions,  recommendations, announcements and/or restrictions (whether made by a government body, authority, public health organisation or other similar official body) in the territory, country or area where the Services are to be delivered at that time.  

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6.2.3 Having considered and conducted all reasonable actions in accordance with clause 6.2.4, if the Customer requires Bear House Media to conduct Services outside of the UK, the Customer shall be solely liable and fully responsible for any expenses, losses, damages or otherwise suffered or incurred by any employee, agent,  consultant, freelancer and/or subcontractor of Bear House Media (including any other individual whom Bear  House Media engages in connection with the Services) in carrying out the desired Services.  

 

6.2.4 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT), or any other dischargeable tax in a relevant territory, country or area where the Services are to be delivered at that time. Where any taxable supply for VAT purposes is made under the Contract by Bear House Media to the Customer, the Customer shall, on receipt of a valid VAT invoice from Bear House Media, pay to Bear House Media such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services. 

 

6.2.5 When Bear House Media’s employee, agent, consultant, freelancer and/or subcontractor delivers the Services and incur out of pocket expenses on the Customer’s behalf in a currency other than sterling, the re–charged exchange rates shall be calculated based upon an “actual costs to Bear House Media” whether for credit, cash,  American Express or any other type of transaction. 

 

6.2.6 Bear House Media’s Proposal for Services/Statement of Works quotations may or may not include out-of-pocket expenses. If they are not included, then actual costs will be subject to Bear House Media’s standard agency admin handling fee of ten per cent ([15]%). No expense will be committed to without prior notification/agreement. 

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6.2.7 If the Customer fails to make a payment due to Bear House Media under the Contract by the due date, then,  without limiting Bear House Media remedies under clause 10, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.7 will accrue each day at [5]% a year above the Bank of England’s base rate from time to time, but at  5% a year for any period when that base rate is below 0%. 

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6.2.8 Any cancellation request made by the Customer must be sent to Bear House Media by email (hello@bearhouse.media) no later than 14 days prior to the confirmed date for delivery of the Products and/Services (“Cancellation Request”). Larger jobs (including but not limited to jobs entailing the hiring of a large crew and substantial expenses and costs such as flights, accommodation bookings, visa and carnet costs and other related costs) will be subject to a longer notice period of no later than 28 days. All Cancellation  Requests will be considered and responded to within two working days of receipt by Bear House Media. For the avoidance of doubt all costs and expenses already incurred by Bear House Media, both within and beyond the  Cancellation Request, shall be invoiced to the Customer. This shall apply regardless of whether the date of delivery has been rescheduled.

  

6.2.9 Subject to clause 6.2.8 above, if the Customer cancels any Order, Bear House Media will or are very likely to suffer financial loss and hereby reserves the right to charge the Customer for all incurred costs as a result of such cancellation as it deems reasonable and it shall also be entitled to charge the Customer for its administrative time in giving effect to the cancellation and the rescheduling of the Services. Bear House Media shall therefore be entitled to recover such losses and charges from the Customer up to the %’s as outlined in the table in this clause 6.2.9. All such cancellation charges represent a genuine estimate of loss that Bear House  Media may suffer as a result of such cancellation: 

  

Here outlines the number of days between cancellation notice and the commencement date of the Services along with the cancellation charge (maximum), expressed as a percentage of the total  price set out in the Order.

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Up to and including 14 days. 100% will be charged.

Between 15 to [21] days (inclusive). [50]% will be charged.

[22] to [30] days (inclusive). [25]% will be charged.

30 days or more.  [x]% will be charged.

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6.2.10 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

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6.2.11 All amounts to be collected or paid are denominated in pound sterling. The Customer shall be solely liable for any foreign conversion charges, fluctuations, adjustments and/or any other associated bank charges incurred by it or by Bear House Media in connection with any of the invoices.  

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7 INTELLECTUAL PROPERTY RIGHTS  

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7.1 All Intellectual Property Rights of whatever nature in material devised by Bear House Media including any software code written by Bear House Media and its employees or agents will vest in and belong to Bear House  Media. The Customer agrees to do what is reasonably required in order to vest such rights in Bear House Media or to evidence the same if appropriate. 

 

7.2 Bear House Media hereby grants an exclusive royalty-free licence to you, the Customer, to use the Intellectual  Property Rights for non-broadcast, corporate use throughout the United States of America (so far as permitted in accordance with applicable law) to a non-paying audience for the full period of protection of such rights and any extensions or renewals thereof.  

 

7.2.1 The licence shall take effect on receipt by Bear House Media of all payments due under this agreement. The  Customer acknowledges that Bear House Media clear the rights in all material only for the use set out above unless otherwise requested by the Customer in writing and agreed by Bear House Media in writing. Bear House  Media exclude liability for any claims made against you, the Customer, for use of the Product in any way other than that licensed hereunder. 

 

7.2.2 The Customer shall hereby grant to Bear House Media a fully paid-up, non-exclusive, royalty-free licence to use all materials supplied by them, the Customer, for the purposes of this agreement. 

 

7.2.3 The Customer hereby warrants that they have obtained all necessary rights, permissions and licences for the use of all materials supplied by them to Bear House Media. For the avoidance of doubt this includes all third party or voice-over references. 

 

7.2.4 The Customer hereby warrants that nothing in any material supplied by them is defamatory or subject to any other legal restriction. 

 

7.2.5 The Customer undertakes to indemnify Bear House Media fully and defend us at the Customer’s own expense against all costs and losses whatsoever incurred by Bear House Media, our employees or agents as a result of any claim made against Bear House Media or any of them as a direct or indirect breach by the Customer of any part of this clause. 

 

7.2.6 Bear House Media shall hand over all edited and finished content to the Customer. Bear House Media shall hold raw footage, project files, material and content, for a limited period of agreed time in its archives or other external storage, after which it will delete all content relating to the Services. Should the Customer require such content to be stored in any specific form, including via a USB stick, SSD card, DVD or an external hard drive or in third-party secure Cloud servers, such as, but not limited to, ‘Google or ‘Microsoft, this will incur an additional charge which will be notified to and payable by the Customer to Bear House Media.  

 

7.2.7 The Customer shall not sub-license, assign or otherwise transfer the rights in any of the content arising out of or in association with the Services (including, but not limited to copyright and other intellectual property rights) to any third party, unless expressly agreed to by Bear House Media and confirmed in writing.  

 

8 MORAL RIGHTS / CREDIT  

 

8.1 The Customer acknowledges that Bear House Media asserts its moral rights generally in respect of the Product under the Copyright, Designs and Patents Act 1998 and in particular to be credited on the Product in such a manner as the parties will agree. The Customer agrees not to make any substantial changes to the Product  (whether by editing or otherwise) without prior written approval from Bear House Media. 

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9 PROMOTION 

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9.1 Bear House Media reserves the right to use the Product for the purposes of our own advertising and the  Customer accepts that the Product shall form part of Bear House Media’s library of works in this respect. 9.2 Bear House Media reserves the right to use any ‘behind the scenes’ or ‘out-takes’ content. If the Customer has any concerns regarding the commercial sensitivity of any ‘behind the scenes’ or out-takes, it shall contact Bear  House Media accordingly.

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10 DATA PROTECTION  

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10.1 For the purpose of this clause 8, the following definition will apply:  

“Data Protection Legislation” means (i) unless and until the General Data Protection Regulation ((EU)  2016/679) (“GDPR”) is no longer directly applicable in the UK, the General Data Protection Regulation ((EU)  2016/679), Data Protection Act 2018 (“DPA”) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK; and then (ii) any successor legislation to the  GDPR or the DPA.  

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10.2 Both parties will comply with all applicable requirements of the Data Protection Legislation and both parties acknowledge that any personal data which is supplied to it or is obtained by it during the course of this Contract complies with and has been processed in accordance with all applicable Data Protection Legislation.  

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10.3 This clause 9 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the  Data Protection Legislation  

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11 INSURANCE 

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11.1 Bear House Media budget estimates are subject to an errors and omissions excepted clause.

 

11.2 Bear House Media engages contracted freelancers and agents. These people are covered by Bear House Media’s professional liability cover. 

 

11.3 Any goods with significant value that are loaned to Bear House Media (including in transit) in the course of the production should be detailed in writing. Bear House Media may wish to increase its insurance cover for such items from time to time and as such will re-charge any costs associated with increased insurance costs to the  Customer. 

 

11.4 During this agreement and for a period of [one year] afterwards, Bear House Media shall maintain in force the following insurance policies with reputable insurance companies: 

 

11.4.1 Professional indemnity insurance with a limit of at least £[1,00,000] for claims arising from a single event or series of related events in a single calendar year. 

 

11.4.2 Public and products liability insurance with a limit of at least £[5,000,000] for claims arising from a single event or series of related events in a single calendar year.  

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12 COLLECTION OF MATERIALS 

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12.1 On completion of the Job, the Customer agrees to arrange for collection of all materials provided by the  Customer within thirty (30) days of completion of the job, unless agreed otherwise. If these are not collected within thirty (30) days or within the agreed time period, Bear House Media reserves the right to destroy them on giving you not less than fourteen (14) days prior notice. 

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13 RESTRICTIONS 

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13.1 The Customer undertakes that they will not, during the period commencing on the date of this agreement and terminating twelve (12) months from delivery of the Product, entice, solicit or engage any person who was an employee or a consultant or otherwise engaged by Bear House Media during such period. Whilst both parties consider this restriction to be reasonable, both parties agree that if a court of competent jurisdiction considers that the restriction is invalid but would have been valid if either the period or its scope were reduced, then the restriction shall continue to apply but with such restriction(s) necessary to enable its validity. 

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14 MCPS 

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We are bound by the rules of the Mechanical Copyright Protection Society (MCPS) and where appropriate license all music/compositions used with the MCPS. 

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15 LIMITATION OF LIABILITY

  

15.1 References to liability in this clause 15 include every kind of liability arising under or in connection with the  Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise. 

 

15.2 Nothing in this clause 15 shall limit the Customer’s payment obligations under the Contract. 

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15.3 Nothing in the Contract limits any liability which cannot legally be limited, including, but not limited to,  liability for:  

15.3.1 death or personal injury caused by negligence;  

15.3.2 fraud or fraudulent misrepresentation; and  

15.3.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).  

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15.4 Subject to clause 15.3, Bear House Media’s total liability to the Customer for all losses or damages or otherwise suffered under or in connection with the Contract shall not exceed the total Fees paid under the Contract.

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15.5 Subject to clause 15.3, this clause 15.5 sets out the types of loss that are wholly excluded:  15.5.1 loss of profits.  

15.5.2 loss of sales or business.  

15.5.3 loss of agreements or contracts.  

15.5.4 loss of anticipated savings.  

15.5.5 loss of use or corruption of software, data or information.  

15.5.6 loss of or damage to goodwill; and  

15.5.7 indirect or consequential loss.  

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15.6 Bear House Media has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and  Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.  

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15.7 This clause 15 shall survive termination of the Contract. 

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16 TERMINATION 

 

16.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with  immediate effect by giving written notice to the other party if:  

16.1.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails  to remedy that breach within 14 days of that party being notified in writing to do so;  

16.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or  any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to  court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether  voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver  appointed to any of its assets or ceasing to carry on business;  

16.1.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial  part of its business; or  

16.1.4 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. 

 

16.2 Without affecting any other right or remedy available to it, Bear House Media may suspend and/or terminate the  Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.  

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16.3 Without affecting any other right or remedy available to it, Bear House Media may suspend the supply of  Services under the Contract or any other contract between the Customer and Bear House Media if: 

16.3.1 the Customer fails to pay any amount due under the Contract on the due date for payment;  16.3.2 the Customer becomes subject to any of the events listed in clause 16.1.2 or clause 16.1.4, or Bear House Media  reasonably believes that the Customer is about to become subject to any of them; and  

16.3.3 Bear House Media reasonably believes that the Customer is about to become subject to any of the events listed in clause 16.1.2.  

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17 CONSEQUENCES OF TERMINATION 

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17.1 On termination or expiry of the Contract:  

17.1.1 If at any stage the Customer decides not to proceed further with the production of the Product, it may be liable to pay Bear House Media a cancellation fee pursuant to clause 6.2.9 together with all sums due under this agreement.

17.1.2 The Customer shall immediately pay to Bear House Media all of Bear House Media’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Bear  House Media shall submit an invoice, which shall be payable by the Customer immediately on receipt. 

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17.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract, which existed at or before the date of termination or expiry.  

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17.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.  

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18 GENERAL  

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Force majeure. 

18.1 A Force Majeure Event means any circumstance not in Bear House Media’s reasonable control including, without limitation:  

18.1.1 acts of God, flood, drought, earthquake, magnetic pole disruption, solar flare or other natural disaster; 

18.1.2 an epidemic or pandemic including, but not limited to, severe acute respiratory syndrome coronavirus 2 (SARS CoV-2) which causes COVID-19 (Coronavirus), and in each case, any effects arising from or in connection  with the same including, but not limited to, any actions, recommendations, announcements or restrictions,  related to its subject matter (whether made by a government body, authority, public health organisation or other  similar official body) or other contagious or communicable disease, which affects the performance of Bear  House Media’s obligations under the Contract;  

18.1.3 attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of  sanctions, embargo, or breaking off of diplomatic relations;  

18.1.4 nuclear, chemical or biological contamination, or sonic boom;  

18.1.5 any law or any action taken by a government or public authority, including without limitation imposing an  export or import restriction, quota or prohibition;  

18.1.6 collapse of buildings, fire, explosion or accident; and  

18.1.7 interruption or failure of utility service.  

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18.2 If (and to the extent that) Bear House Media is prevented, hindered or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event, it will not be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations. The time for performance of its obligations will be deemed extended accordingly. 

 

18.3 As soon as reasonably practicable after the start of a Force Majeure Event Bear House Media shall notify the  Customer of the Force Majeure Event and the likely effects of the Force Majeure Event on its ability to perform any of its obligations under the Contract. Both parties shall use reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations under the Contract and, if necessary, to agree an alternative performance date for the Services.  

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18.4 If a Force Majeure Event is prevailing or predicted at the Commencement Date, Bear House Media will only be entitled to relief under clause 18.4 if on the Commencement Date, it had good reason to believe that it would be able to perform its obligations under the Contract notwithstanding the Force Majeure Event.  

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18.5 In the event of heavy persistent precipitation or other extreme weather conditions (including, but not limited to,  high temperatures above 35 degrees Celsius on location), which in Bear House Media’s opinion, will compromise the quality of the Services, Bear House Media will provide the Customer with written notice at least 24 hours before the Event Date. Bear House Media will then aim to move the Services indoors (where appropriate) or postpone the Services to an alternative date and, depending on the size and nature of the  Services (or if Bear House Media has incurred costs on the Customer’s behalf) the Customer may be required to pay additional Fees.  

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18.6 This clause 18 does not excuse a party from paying any sums due under the Contract and any Fees that have been paid to Bear House Media on or before the Commencement Date of the Contract shall be non- refundable. 

 

18.7 Assignment and other dealings.  

18.7.1 Bear House Media may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract. 

18.7.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Bear House Media.  

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18.8 Confidentiality.  

18.8.1 Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 18.8.2. 

18.8.2 Each party may disclose the other party’s confidential information:  

18.8.2.1 to its employees, officers, representatives, contractors, freelancers, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party  shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it  discloses the other party’s confidential information comply with this clause 18.8; and  

18.8.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.  18.8.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.  

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18.9 Entire agreement.  

18.9.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.  

18.9.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.  

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18.10 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).  

 

18.11 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.  

 

18.12 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 12.12 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.  

 

18.13 Notices.  

18.13.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the usual corresponding email address. 18.13.2 Any notice shall be deemed to have been received:  

18.13.1.1 if delivered by hand, at the time the notice is left at the proper address;  

18.13.1.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second  Business Day after posting; or 

18.13.1.3 if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt,  when business hours resume. In this clause 18.13.2.3, business hours means 9.00am to 5.00pm Monday to  Friday on a day that is not a public holiday in the place of receipt.  

18.13.2 This clause 18.13 does not apply to the service of any proceedings or other documents in any legal action or,  where applicable, any other method of dispute resolution.  

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18.14 Third party rights 

18.14.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts  (Rights of Third Parties) Act 1999 to enforce any term of the Contract. 

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18.15 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.  

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18.16 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.