Non-Commercial videography agreement. 

DEFINITIONS

• “Client” refers to the person or organization, its representatives, successors, assignees, agents and affiliates requesting the provision of Videography services and supply of Videography.
• “Non-commercial use” means prints for personal use, videos given to friends and family and sharing thereof on social media. 
• “Videographer” refers to the person or organization requested to take and supply the Videography. In this instance the Videographer will be Quintin Mills / Quintin Mills Photo & Video who also owns all copyright on all Videography produced by the any employees and subcontractors of Quintin Mills / Quintin Mills Photo & Video whilst in his/her/its employment.
• The “deliverables” refers to the final approved files provided to client.
• “Videography” refers to all Videography material, in film or electronic formats supplied by the Videography to the client;
• “Videographer’s website” refers to www.quintinmills.co.za

PREAMBLE

• The Client wishes to have Videography taken by the Videography and this document sets out the terms and conditions of their arrangement.

BRIEF

• The shoot description is the full brief as agreed to by the parties regarding the services the Videographer will provide. 
• It is the Client’s responsibility to be as specific as possible.
• Where specific details are missing in the brief, the Client undertakes to accept the Videographer’s interpretation.

DELIVERABLES

• The quote for the project will specify the deliverables for the project. E.g. 30sec video clip with royalty free music and logo build.
• Only the items listed in the deliverables will be provided and is the property of the client. Additional video files, b-roll are the property of the Videographer and will not be released to the client. Should this be required, a figure can be agreed between the client and the Videographer prior to the supply of this content.

COPYRIGHT AND LICENSING

• Videographer is the author, Videographer and the owner of the copyright subsisting in them, irrespective of the stipulations of Section 21 (1)(c) of the Copyright Act (Act No 98 1978). Although the client commissions the Videography it is hereby agreed in accordance with Section 21(1)(e) that the Videographer remains the owner of all Videography taken for the client and all copyrights vest in him/her/it.
• An exclusive license is granted to the Client for the usage of the Videography that will be provided to the client upon receipt of full payment. The license for personal use or for use as set out in the brief.
• License for the use of images will always be granted for non-commercial use at no cost as long as credit for the work is given. All we ask is for a simple copyright statement be placed near or on the image, and notification of use is communicated to Quintin Mills Photo & Video. 
• Non-commercial uses include personal web pages and prints of images kept or given to friends and family. Commercial use includes any business web page, any use of images for advertising or promotion, any other use that would be considered commercial or financially beneficial to the user.
• The license is not for commercial use unless specifically agreed to in the brief.
• All rights not expressly granted to the Client remain the exclusive property of the Videographer;
• The Client may not transfer or assign this exclusive license without the express written consent of the Videographer.
• RAW images are not supplied. An application for the supply of RAW images can be made and temporary specific usages right may be purchased per image and agreed to in writing by the parties.
• The Videography may not be altered, copied, published or duplicated in any manner except with the prior knowledge and written permission of the Videographer. Any financial gain received by the client for such unauthorised action shall be ceded to the Videographer and will be payable upon demand together with any associated damages and legal costs.
• If the Client wishes to own the copyright of images created by the Videographer, an additional fee will be paid by the Client to the Videographer for transferring the copyright. This fee will be mutually agreed upon by both parties. The transfer of copyright will only become applicable after this payment has been made in full.
• The Videographer reserves the right to make reproductions of images created during the brief for marketing, promotional, competition, editorial purposes and publication on the Videographer’s website or any other website.

PAYMENT

• 50% of the shoot fee and 100% of out of town expenses and 100% of any hire costs, including fees payable for any technicians essential to the shoot are payable before the assignment. This booking fee secures the date or dates of the shoot.
• Full payment must be received by the Videographer prior to unwatermarked video clips being released to the client, unless agreed in writing.
• All Videography commissioned for personal use, which will not be used in a publication, must be paid for in full before usable copies of the Video files would be released to the client.
• Additional video files, b-roll are the property of the Videographer and will not be released to the client. Should this be required, a figure can be agreed between the client and the Videographer prior to the supply of this content.

POSTPONEMENT AND CANCELLATION FEES 

• The Client is responsible for all expenses incurred up to the time of cancellation, plus 25% of deposit already paid. 
• If cancellation is given less than three (3) business days before the shoot, the client will be charged 100% of the deposit already paid. 
• Should the shoot be postponed the Client’s deposit will be kept for such postponed date.
• Should costs have been incurred by the Videographer which cannot be transferred, the client will be charged 100% of these costs. 

CREDIT FOR PUBLICATION OF VIDEOGRAPHY

• Should the Videography be commissioned for editorial use or should the Client wish to publish the Videography on social media, the Client agrees to publish or post a credit line in the form of “© Quintin Mills”.

DISPUTE RESOLUTION

• The dispute resolution procedure contained in this clause (“DRP”) shall apply to any dispute, claim or difference between the Parties arising out of or relating to this Agreement.
• A dispute will not be deemed to be a dispute until one of the Parties has provided a written notice conveying the nature and scope of the dispute to the other Party.
• All disputes shall first be mediated, and an independent person will facilitate such mediation. The parties will agree to such a person.
• If the Parties have been unable to resolve any dispute within 10 (TEN) working days of referral to the mediator either Party may refer the matter to arbitration.
• The arbitration shall be conducted in accordance with the provisions of the Arbitration Act, 1965 (Act No 42 of 1965, as amended from time to time), provided that:
• a single arbitrator shall be appointed;
• the arbitrator shall be a practicing counsel or attorney of not less than 5 (FIVE) years standing agreed upon by the Parties within 5 (FIVE) days after the date on which the arbitration is called for.
• Arbitration shall take place in Johannesburg, South Africa
• If the Parties fail to reach agreement within 10 (TEN) days after arbitration has been called for on the arbitrator to be appointed, such arbitrator shall be appointed by the President for the time-being of the Law Council.
• The decision of the arbitrator shall be final and binding on the Parties.
• The cost of the arbitration proceedings shall be borne by the Parties as decided by the arbitrator.
• Notwithstanding the provisions of this clause, any Party shall be entitled to approach a competent court of law having jurisdiction to obtain any urgent relief which may be required by such Party.

INDEMNITY

• The Client agrees to indemnify and save harmless the Videographer against all liabilities, claims and legal costs arising out of the Client’s use of the Videography and any of any injuries or damages sustained whilst the Videographer was taking the Videography whether on location or at the Videographer’s studio. The client indemnifies the Videographer against any claims brought against the Videographer by any third party during the shoot.

DEFAULT

• In the event of non-payment or other breach of this agreement by the client, the Client shall pay all of the Videographers costs and expenses incurred in enforcement of the terms of this agreement, including the Videographer’s attorney’s fees on an attorney and client scale.

REJECTION

• The Client has no right to reject work on the basis of style or composition unless a rejection fee has been agreed in advance. The remuneration must be paid in full even if the ordered and delivered Videography files are not used.

GENERAL 

• No variation of the terms of this contract shall be recognised unless agreed to by the parties in writing.
• This agreement shall be governed by the laws of the Republic of South Africa.
• Any relaxation, indulgence or delay by either Party in exercising, or any failure by either Party to exercise, any right under this Agreement shall not be construed as a waiver of that right and shall not affect the ability of that Party subsequently to exercise that right or to pursue any remedy, nor shall any relaxation, indulgence or delay constitute a waiver of any other right (whether against that Party or any other person).
• Except where expressly provided to the contrary in this Agreement, this Agreement constitutes the entire agreement between the Parties in connection with its subject matter and supersedes all prior representations, communications, negotiations and understandings concerning the subject matter of this Agreement.
• This Agreement may be executed in any number of identical counterparts, all of which when taken together shall constitute one agreement.

BACKUPS

• Client is responsible for making a backup of all photos from the digital downloads. 
• The Videographer does backup the final Client selected images from the shoot, but does not guarantee that they will be retained indefinitely unless specifically agreed to, and this service specifically requested by the Client.
• Should the Client require any files after the shoot has been completed and material delivered, the Client can request a copy of the backed up images. If available, these will be provided via wetransfer.com or a drive supplied by client depending on the file size.
• A fee of 25% of the original shoot fee is levied for the retrieval and supply of the files.