TERMS & CONDITIONS OF SERVICE
Please read through these terms and conditions carefully. Your failure to highlight any issues regarding this document within three (3) days of issue, raising or acceptance of a purchase order or agreement of work with Orange VFX Studios hereinafter called ‘Orange’ will constitute your acceptance of and agreement to be bound by all the terms and conditions laid out below:
The rights provided under this agreement are granted to you only, and shall not without our prior written consent be considered granted to any affiliate of yours. You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this agreement.
Orange reserves the right to refuse to use, publish or broadcast any information it considers obscene or morally unsuitable or which would breach copyrights, or which is libellous, defamatory or illegal. Should such a submission occur, the customer will be advised which information was deemed unsuitable, and requested to amend the information.
Orange has the right to use any part of the work in the show reel, online or offline, on any website, social media platforms unless there is written agreement prior to commencement of work. The customer’s requirements must be clearly provided to Orange in writing prior to commencement of work.
Unless agreed otherwise in writing, all invoices must be paid within 30 days. Orange will require 60% of the invoice prepayment prior to commencement of work. The remaining 40% shall be payable upon delivery of the final video and within 30 days.
Watermark(s) will be placed on videos and/or images and will be removed only when final payment is made. Watermarked videos and/or images shall be used for review and preview purposes only.
For jobs involving the purchase of external goods and services from third parties, Orange may require payment prior to commencement of work or prior to purchase of external goods and services from third parties.
Orange fees shall be exclusive of costs and expenses related to the agreed services such as courier services, postage, overseas telephone charges, colour photocopying, photography and prints, disk or tape duplications, creation of audio/video streaming files, travel, accommodation, subsistence, fax charges and similar items which will be invoiced to the client on the relevant project, or separately as necessary.
Orange will not commence work on any project until a purchase order or equivalent document has been provided by the client, however, at our discretion, we retain the right to accept email confirmation as a go-ahead with all legal effects as a Purchase Order.
If payment is not received within 30 days of the invoice date, Orange will charge interest at a rate of 2% per month, which will be added to the client’s account.
Payment may be made by bank transfer, cheque or cash. All cheques must be made payable to Orange.
REVISIONS AND CHANGES IN DEADLINES AND SCOPE
A maximum of 2 revisions in line with the initially agreed script/scope is allowed per project (i.e. first cut, second cut and a final cut) and are to be completed at the discretion of Orange.
Major revisions to a project, will be deemed a change of contract and may need for a new contract and/or incur additional costs at the discretion of Orange according to the amount of work required.
A client may terminate the contract at any time by written notice of termination, but they will remain liable to pay in full for all work previously undertaken and in progress by Orange unless any other written agreement is reached in advance.
Any monies (excluding deposit) held on account and unused will be returned subject to a 5% administration charge.
ACCEPTANCE AND LIABILITY
Orange cannot be held liable for loss or damage caused as a result of third party action or failure.
The client shall provide appropriate arrangements for any work outside of Lagos for which Orange provides crew or equipment and such arrangements shall be notified to Orange in writing in advance of travel to that jurisdiction.
Orange cannot be held liable to any party for any errors on any medium after the customer has agreed in writing that the content is correct and accurate and should be posted, published or broadcast.
If the duration of a project exceeds three months, Orange retains the right to amend the quote, unless there is written agreement prior to commencement of work.
Orange retain the ownership and intellectual property of all native files used to create the final work unless there is written agreement prior to commencement of work.
Orange shall be under no liability if unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by suppliers or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the client may, by written notice to Orange, elect to terminate the contract and pay for work done and materials used but subject thereto shall otherwise accept delivery when available.
Any claims must be made in writing to Orange within 7 days of receipt of services. If no claim is made within this period the client is deemed to have accepted the services at the agreed price.
CONFIDENTIALITY AND NON-DISCLOSURE
Any confidential or proprietary information which is acquired by Orange from a client company, person or entity will not be used or disclosed to any person or entity, except when required to do so by law. If required, Orange will sign and adhere to the conditions of any Confidentiality/Non-Disclosure Agreement used by the client.
Any contract requiring Orange to work to specific deadlines provided within the written agreement will be deemed to include a proviso that the clients will make themselves reasonably available to communicate with Orange, its servants or agents, as necessary.