Services Terms & Conditions

Version: May 2026

These are the standard terms on which gassProductions Ltd supplies video production and related services. They form part of every contract created when a Statement of Work is signed. For the terms covering use of this website, please see our Website Terms of Use.

AGREED TERMS & CONDITIONS

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 13 (LIMITATION OF LIABILITY).

1. INTERPRETATION

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

“Brief”: the description of the Services to be provided by gassProductions to the Customer as set out in the Statement of Work.

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

“Charges”: the charges payable by the Customer for the supply of the Services in accordance with clause 10.

“Commencement Date”: has the meaning given in clause 2.1.

“Conditions”: these terms and conditions as amended from time to time in accordance with clause 17.4.

“Contract”: the contract between gassProductions and the Customer for the supply of Services in accordance with these Conditions and the Statement of Work overleaf.

“Control”: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

“Customer”: the person or firm who purchases Services from gassProductions and whose details are as set out in the Statement of Work.

“Customer Default”: has the meaning set out in clause 7.2 and whose details are set out in the Statement of Work.

“Customer Materials”: means any data, footage, items, equipment, computer systems, software, documents, Intellectual Property Rights, artwork, logos and any other materials or information in any form, whether owned by or licensed to the Customer which are provided to gassProductions by or on behalf of the Customer in connection with a Statement of Work.

“Deliverables”: means the final edited video and any other outputs of the Services to be provided by gassProductions to the Customer as set out in the Statement of Work.

“Estimated Charges & Expenses”: the estimated charges and expenses payable to gassProductions for providing the Services and producing the Deliverables as set out in the Statement of Work.

“Expenses”: includes without limitation, travelling expenses, car parking costs, hotel costs, subsistence, catering, (cross) hire equipment, work permits, visas and any other production related costs and any other expenses incurred by gassProductions in connection with the supply of Services and delivery of the Deliverables, and if applicable for the cost of services provided by third parties and required by gassProductions for the performance of the Services, and for the cost of any materials.

“gassProductions”: gassProductions Limited registered in England and Wales with company number 06036348 and registered office address at 2 Station Road West, Oxted, England, RH8 9EP.

“gassProductions Materials”: means any media, cables, data, equipment, cameras, computer systems, software, documents, Intellectual Property Rights, artwork, logos and any other materials, property or information owned by or licensed to gassProductions which are provided to the Customer by gassProductions, excluding the Master Files, Video Rushes and any other videos.

“Intellectual Property Rights”: patents, rights to inventions, copyright and related rights, trade-marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, 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.

“Location(s)”: means the place(s) where the Shoot(s) will take place within the Territory(ies) as set out in the Statement of Work.

“Master Files”: means the full resolution, full quality version of the final edited version of the Deliverables made specifically for duplicating purposes.

“Provider Terms”: means the terms and conditions of the Third Party Provider which govern the Third Party Provider Services, as identified in the relevant Statement of Work and either appended to it or made available via a link.

“Shoot(s)”: the video shoot, or series of video shoots, in which gassProductions captures images in the Territory at the Location(s) in order to produce the Deliverables.

“Statement of Work”: the Customer’s statement of work for Services as set out overleaf.

“Services”: full service video production services, including the Deliverables, supplied by gassProductions to the Customer as set out in the Statement of Work.

“Territory”: means the country where the Shoot will take place as set out in the Statement of Work.

“Third Party Provider”: means the third party provider of Third Party Provider Services, as identified in the relevant Statement of Work.

“Third Party Provider Services”: means any software-as-a-service (SaaS) platform, hosted technology solution, audio-visual production services, technical services, equipment hire, or other third party service which gassProductions resells, provides access to, or facilitates the supply of to the Customer on behalf of a Third Party Provider, as identified in the relevant Statement of Work.

“Video Editing Project”: means a video editing project, including but not limited to manipulating, arranging and combining video files to create a completed video project.

“Video Rushes”: means the ‘raw’ footage of the Shoot with no alterations.

1.2 Interpretation:

1.2.1 A reference to legislation or a legislative provision:

1.2.1.1 is a reference to it as amended, extended or re-enacted from time to time; and

1.2.1.2 shall include all subordinate legislation made from time to time under that legislation or legislative 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.

2. BASIS OF CONTRACT

2.1 This Contract shall only be deemed to be accepted when both parties sign the Statement of Work at which point and on which date the Contract shall come into existence (“Commencement Date”) and shall continue until completion of the Services and delivery of the Deliverables, unless terminated earlier in accordance with clause 8 or clause 14.

2.2 Any samples, drawings or descriptions issued by gassProductions, and any descriptions or illustrations contained in gassProductions brochures, are issued or published for the sole purpose of giving an approximate idea of the services described in them. They shall not form part of the Contract or have any contractual force.

2.3 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.

3. SUPPLY OF SERVICES

3.1 gassProductions shall:

3.1.1 supply the Services to the Customer in accordance with the Statement of Work in all material respects;

3.1.2 use reasonable endeavours to meet any performance dates specified in the Statement of Work but any such dates shall be estimates only and time shall not be of the essence for performance of the Services;

3.1.3 comply with all lawful and reasonable directions regarding the Services and Deliverables communicated to it from time to time by the Customer (provided such directions do not materially deviate from or add to the Statement of Work and that any such material amendment must be agreed in writing with gassProductions); and

3.1.4 keep Customer Materials reasonably safe and secure while they are in the possession or control of gassProductions.

3.2 gassProductions reserves the right to amend the Statement of Work 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 gassProductions shall notify the Customer in any such event.

3.3 gassProductions warrants to the Customer that the Services will be provided using reasonable care and skill.

3A. THIRD PARTY PROVIDER SERVICES

3A.1 Where a Statement of Work identifies that any element of the Services comprises Third Party Provider Services, this clause 3A shall apply to those Third Party Provider Services and shall take precedence over any other provision of these Conditions to the extent of any conflict or inconsistency in relation to those Third Party Provider Services.

3A.2 The Customer acknowledges and agrees that:

(a) the Third Party Provider Services are provided, managed and delivered by the Third Party Provider and not by gassProductions;

(b) gassProductions acts as an intermediary in facilitating the Customer’s access to the Third Party Provider Services and does not itself deliver or control those services;

(c) the Third Party Provider Services are provided subject to the Provider Terms, which shall be identified in the Statement of Work and either appended to it or made available via a link. By signing the Statement of Work, the Customer agrees to be bound by the Provider Terms in respect of the Third Party Provider Services; and

(d) gassProductions shall have no greater liability to the Customer in respect of the Third Party Provider Services than the Third Party Provider has to gassProductions under its agreement with the Third Party Provider.

3A.3 In relation to Third Party Provider Services, the following provisions of these Conditions shall not apply:

(a) Clause 3.3 (warranty of reasonable care and skill) – which shall be replaced by any equivalent warranty given by the Third Party Provider under the Provider Terms;

(b) Clause 11 (Intellectual Property Rights) – all Intellectual Property Rights in the Third Party Provider Services shall remain vested in the Third Party Provider and nothing in these Conditions or any Statement of Work shall operate to assign, transfer or licence any such rights from gassProductions to the Customer; and

(c) Clauses 4 and 5 (Redundancy/Resilience and Video/Master File Back Ups) – to the extent the Third Party Provider’s own redundancy, backup and data retention policies shall apply instead.

3A.4 Subject to clause 13.3 (liabilities which cannot legally be limited), gassProductions’ total aggregate liability to the Customer in respect of the Third Party Provider Services shall not exceed the amount that gassProductions is able to recover from the Third Party Provider in respect of the same claim or loss. For the avoidance of doubt, gassProductions shall use reasonable endeavours to pursue any valid claim against the Third Party Provider on the Customer’s behalf, or at the Customer’s election, assign to the Customer any rights of claim that gassProductions may have against the Third Party Provider in respect of the relevant Third Party Provider Services.

3A.5 Cancellation or postponement of any Third Party Provider Services shall be subject to the cancellation and postponement terms of the Third Party Provider as set out in the Provider Terms, and not the cancellation terms set out in clause 8 of these Conditions. gassProductions shall notify the Customer of any applicable cancellation charges imposed by the Third Party Provider.

3A.6 Where the Third Party Provider Services involve the processing of personal data, the data protection provisions of the Provider Terms shall apply to the Third Party Provider’s processing of such data. The Customer acknowledges that personal data submitted to or processed by the Third Party Provider Services will be subject to the Third Party Provider’s data protection policies and that gassProductions has no control over such processing. For the avoidance of doubt, Schedule 1 of these Conditions shall continue to apply to any personal data processed by gassProductions directly in connection with its own Services (such as camera production and encoding).

3A.7 For the avoidance of doubt, any Services provided directly by gassProductions (including but not limited to camera production, live streaming, encoding, and any other services identified in the Statement of Work as being delivered by gassProductions) shall continue to be governed by these Conditions in full and are not Third Party Provider Services.

4. REDUNDANCY / RESILIENCE

4.1 While gassProductions will implement basic/standard redundancy measures appropriate to the Shoot and Deliverables as set out in the Statement of Work and in line with general market practice as part of the Services, it is the sole responsibility of the Customer to request for full system redundancy measures to be in place appropriate and suitable to its needs with regards to the type of Shoot and Deliverables. gassProductions shall not be liable under or in connection with this Contract in the event that any fault, error, destruction, disruption, failure or other degradation in the continuity, reliability, quality and/or quantity of the Services and/or Deliverables is as a result of not having full system redundancy measures in place.

5. VIDEO AND MASTER FILE BACK UPS & RECORDINGS

5.1 Not all Shoots are automatically recorded. It is the Customer’s sole responsibility to ensure that it has requested in writing for gassProductions to provide recording Services with regards to a specific Shoot (e.g., not all live streams are automatically recorded).

5.2 The Customer acknowledges and agrees that following delivery of the Master Files, the Customer is solely responsible for the safe keeping of all Deliverables and associated video files. It is the Customer’s sole responsibility to take the necessary precautions against any form of data and/or footage loss.

5.3 On express written request from the Customer, gassProductions offers backup and recording services and will record and automatically store all Video Rushes, Master Files, Video Editing Project files and associated video assets for one year (or as otherwise agreed in writing between the parties) from the date of delivery of the Master Files per clause 10.3. gassProductions shall use reasonable commercial endeavours to promptly deliver the relevant files to the Customer following receipt of such a written request, provided that the Customer has, at that time, paid all charges and expenses outstanding at and resulting from termination or expiry (whether or not due at the date of termination/expiry). The Customer shall pay all reasonable expenses incurred by gassProductions in storing, delivering or disposing of the Video Rushes, Video Editing Project files, Master Files and associated video assets.

5.4 Subject to clause 14.1, 14.2 and 5.3, following expiry of the one year anniversary of the date of delivery of the Master Files, gassProductions may without notification to the Customer, destroy or otherwise dispose of any of the Customer’s Video Rushes, Master Files, Video Editing Project files and other associated video assets.

5.5 gassProductions will store all Video Rushes, Video Editing Project files, Master Files and other associated video assets in different buildings but at the same physical location at the offices/working address of gassProductions, unless otherwise agreed. Any backup services offered is on a commercially reasonable best-efforts basis only, and gassProductions offers no guarantees or warranties, whether express or implied, regarding the safety, reliability, longevity or availability of the data/footage stored. Any use of backup services is at the Customer’s sole risk.

6. APPROVALS AND AUTHORITY

6.1 gassProductions will seek the Customer’s prior approval of any draft Deliverables (e.g., via the Customer’s review of the first cut) and such approval will be gassProduction’s authority to proceed with and finalise the relevant Deliverables.

6.2 The Customer’s approval of any Expenses and estimates given in the Statement of Work will be gassProduction’s authority to enter into contracts with relevant third parties and to make preparations for the Services in order to produce the Deliverables.

6.3 In the event that the Customer does not approve of any matter requiring approval it shall notify gassProductions of its reasons for disapproval promptly following gassProduction’s request. If the Customer does not notify gassProductions of its disapproval in accordance with this clause 6.3 it shall be deemed approved.

6.4 In the event of any delay or failure of the Customer giving approvals (or disapprovals) requested under or in connection with this Contract, gassProductions will not be liable for any resulting delays or adverse impact caused to the delivery of the Deliverables.

7. CUSTOMER’S OBLIGATIONS

7.1 The Customer shall:

7.1.1 co-operate with gassProductions in all matters relating to the Services;

7.1.2 to the extent applicable:

7.1.2.1 prepare the Customer’s premises for the supply of the Services as reasonably requested by gassProductions;

7.1.2.2 provide gassProductions, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation, other facilities and to the Location(s); and

7.1.2.3 where necessary give gassProductions access to the Customer’s personnel and instruct such personnel to assist and support gassProductions wherever possible;

7.1.3 provide gassProductions with such information and materials as gassProductions may reasonably require to supply the Services, and ensure that such information is complete and accurate in all material respects;

7.1.4 obtain and maintain all necessary licences, permissions and consents which may be required for the Services (including in relation to the use of all Customer Materials) before the date on which the Services are to start; and

7.1.5 if applicable, keep all gassProductions Materials at the Customer’s premises in safe custody at its own risk, maintain gassProductions Materials in good condition until returned to gassProductions, and not dispose of or use gassProductions Materials other than in accordance with gassProductions written instructions or authorisation.

7.2 If gassProductions 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”):

7.2.1 without limiting or affecting any other right or remedy available to it, gassProductions shall have the right to suspend performance of the Services until the Customer remedies the 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 gassProductions performance of any of its obligations;

7.2.2 gassProductions shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from gassProductions failure or delay to perform any of its obligations as set out in this clause 7.2; and

7.2.3 the Customer shall reimburse gassProductions on written demand for any costs or losses sustained or incurred by gassProductions arising directly or indirectly from the Customer Default.

8. CANCELLATIONS & POSTPONEMENTS

8.1 The Customer shall be entitled to cancel a Shoot subject to the terms of this clause 8 by advance written notice to gassProductions. In the event the Customer cancels a Shoot, the Customer shall pay gassProductions an amount of the Estimated Charges & Expenses in respect of Services to be performed by gassProductions, calculated as follows:

8.1.1 if the date of cancellation is more than 30 days before the first Shoot date, 50% of gassProductions Estimated Charges & Expenses; or

8.1.2 if the date of cancellation is 30 days or fewer before the first Shoot date, 100% of gassProductions Estimated Charges & Expenses,

and any other additional costs, charges, interest and fees gassProductions may incur as a result of such cancellation.

8.2 In the event of cancellation (or postponement) of a Shoot for any reason and notwithstanding the date of cancellation, the Customer shall pay gassProductions all costs to which gassProductions is committed in respect of the Shoot and Services and unable to avoid or otherwise mitigate, including but not limited to (cross) hire equipment costs, freelancer fees, flights, accommodation, travel and any other third party costs.

8.3 gassProductions shall only be required to supply the Services and deliver the Shoot (and relevant Deliverables) with regards to a postponement to the extent of and subject to its and its relevant supplier’s availability and provided that it is able to deliver the Services within its contractual obligations and other arrangements with third parties.

In the event the Customer wishes to postpone the Shoot date for more than 1 day, any such amendment shall be subject to gassProductions prior written approval in its sole discretion.

9. ESTIMATE OF CHARGES & EXPENSES

9.1 The total amount of costs the Customer may incur through to the completion of the Services and delivery of the Deliverables will depend on a number of factors, including how much time gassProductions have to devote to producing the Services and Deliverables, as well as a number of factors outside of its control, such as the complexity of the Shoot or Location requirements. Based on the current Brief as set out in the Statement of Work and agreed Deliverables, gassProductions best estimate is that the costs for providing the Services and delivering the Deliverables are likely to be the Estimated Charges & Expenses as set out in the Statement of Work (exclusive of VAT).

9.2 Any estimate is given in good faith but is not an agreed cost, and is not contractually binding. gassProductions cannot guarantee that the actual costs to the Customer will not exceed the Estimated Charges & Expenses set out in the Statement of Work and that any amounts may be subject to change.

10. CHARGES AND PAYMENT

10.1 In consideration of the provision of the Services by gassProductions, the Customer shall pay all Charges and Expenses. Unless otherwise set out in the Statement of Work and as requested by gassProductions, the Customer shall pay gassProductions within 2 Business Days following the Commencement Date of this Contract (in full and in cleared funds) to a bank account nominated in writing by gassProductions 50% of the Estimated Charges & Expenses as set out in the Statement of Work.

10.2 The Charges & Expenses for the Services shall be calculated on a time and materials basis or at cost respectively as follows:

10.2.1 the Charges shall be calculated in accordance with gassProductions daily fee rates and daily fee rates for individuals as set out in the Statement of Work;

10.2.2 gassProductions daily fee rates and daily fee rates for each individual as set out in the Statement of Work are calculated on the basis of a ten-hour day worked on Business Days;

10.2.3 gassProductions shall be entitled to charge an overtime rate of time and a half for each part day or for any time worked outside the hours referred to in clause 10.2.2; and

10.2.4 gassProductions shall be entitled to charge the Customer for any Expenses incurred by gassProductions in connection with the Services, including any Expenses incurred by any individuals engaged in connection with the Shoot and the Services. As set out in the Statement of Work, where appropriate gassProductions will seek the prior approval of the Customer before incurring.

10.3 gassProductions shall invoice the Customer on completion of the Services (i.e., delivery of the Master Files).

10.4 Unless otherwise set out in the Statement of Work or these Conditions, the Customer shall pay each invoice submitted by gassProductions:

10.4.1 within 28 days of the date of the invoice; and

10.4.2 in full and in cleared funds to a bank account nominated in writing by gassProductions from time to time,

and time for payment shall be of the essence of the Contract.

10.5 If the Customer requires gassProductions to carry out any extra services outside the scope of the Statement of Work, the Customer agrees to pay any additional charges and expenses thereby incurred to take account of the extra work.

10.6 In the event that any costs that require payment in advance or sooner than the payment terms set out in this clause 10 or the Statement of Work, gassProductions will notify the Customer as soon as reasonably practicable in advance and the Customer shall pay such costs within the period set out in the relevant invoice.

10.7 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”). Where any taxable supply for VAT purposes is made under the Contract by gassProductions to the Customer, the Customer shall, on receipt of a valid VAT invoice from gassProductions, pay to gassProductions 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.

10.8 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay gassProductions any sum due under this Contract on the due date:

10.8.1 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 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%;

10.8.2 gassProductions shall be entitled to revoke any discounts provided to the Customer in respect of the Statement of Work;

10.8.3 gassProductions may suspend all or part of the Services until payment has been made in full; and/or

10.8.4 gassProductions shall have the right to terminate the Contract immediately following written notice to the Customer.

10.9 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).

11. INTELLECTUAL PROPERTY RIGHTS

11.1 Subject to gassProductions receiving full payment of all Charges and Expenses incurred in connection with the Statement of Work and subject to clause 11.2:

11.1.1 gassProductions assigns to the Customer all Intellectual Property Rights in the Deliverables owned by gassProductions and which are capable of being assigned, excluding any gassProductions Materials (“Assigned IPRs”);

11.1.2 if applicable, gassProductions shall seek to obtain waivers of all moral rights in the Deliverables to which any individual is now or at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction; and

11.1.3 gassProductions shall, promptly at the Customer’s reasonable request and expense, do (or procure to be done) all such further acts and things and the execution of all such other documents as the Customer may from time to time require for the purpose of securing for the Customer all right, title and interest in and to the Intellectual Property Rights assigned to the Customer in accordance with Clause 11.1.1.

11.2 With regards to television production Services:

11.2.1 the ownership of Intellectual Property Rights in the Deliverables and which are capable of being assigned or licenced, excluding any gassProductions Materials, will be as agreed between the parties as set out in the Statement of Work (“TV IPRs”); and

11.2.2 for the avoidance of doubt, moral rights in the Deliverables are retained to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.

11.3 In relation to the Customer Materials, the Customer:

11.3.1 and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials; and

11.3.2 grants gassProductions a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of this Contract for the purpose of providing the Services to the Customer.

11.4 In relation to gassProductions’ Materials,

11.4.1 gassProductions and its licensors shall retain ownership of all Intellectual Property Rights in the gassProductions Materials; and

11.4.2 grants the Customer a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use the gassProductions’ Materials for the purposes of the Deliverables as set out in the Statement of Work.

11.5 gassProductions:

11.5.1 warrants that the receipt and use of the Assigned IPRs and/or TV IPRs by the Customer shall not infringe any rights of third parties to the extent that the infringement results from copying;

11.5.2 shall, subject to clause 13, indemnify the Customer in full against all liabilities, costs, expenses, damages and losses and all other reasonable professional costs and expenses suffered or incurred by the Customer arising out of any claim brought against the Customer for actual infringement of a third party’s Intellectual Property Rights, to the extent that the infringement results from copying, arising out of, or in connection with, the receipt, use or supply of the Deliverables; and

11.5.3 shall not be in breach of the warranty at clause 11.5.1 and the Customer shall have no claim under the indemnity at clause 11.5.2 to the extent the infringement arises from:

11.5.3.1 the use of the Customer Materials in the development of, or the inclusion of the Customer Materials in any Deliverable;

11.5.3.2 any modification of the Deliverables or Services, other than by gassProductions; and

11.5.3.3 compliance with the Customer’s specifications or instructions.

11.6 The Customer:

11.6.1 warrants that the receipt and use of the Customer Materials in the performance of this Contract by gassProductions, its agents, suppliers, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party; and

11.6.2 shall indemnify gassProductions in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by gassProductions arising out of or in connection with any claim brought against gassProductions, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt or use in the performance of this Contract of the Customer Materials.

11.7 If either party (the Indemnifying Party) is required to indemnify the other party (the Indemnified Party) under this clause 11, the Indemnified Party shall:

11.7.1 notify the Indemnifying Party in writing of any claim against it in respect of which it wishes to rely on the indemnity at Clause 11.5.2 or Clause 11.6.2 (as applicable) (“IPRs Claim”);

11.7.2 allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the IPRs Claim, always provided that the Indemnifying Party shall obtain the Indemnified Party’s prior approval of any settlement terms, such approval not to be unreasonably withheld or delayed;

11.7.3 provide the Indemnifying Party with such reasonable assistance regarding the IPRs Claim as is required by the Indemnifying Party, subject to reimbursement by the Indemnifying Party of the Indemnified Party’s costs so incurred; and

11.7.4 not, without prior consultation with the Indemnifying Party, make any admission relating to the IPRs Claim or attempt to settle it, provided that the Indemnifying Party considers and defends any IPRs Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute.

11.8 For the avoidance of doubt, gassProductions shall not be liable under or in connection with this Contract for any modifications, adaptations or amendments to any Deliverables made by the Customer or by a third party on the Customer’s behalf, nor in the event that any fault, error, destruction or other degradation in the quality and/or quantity of the Deliverables arises due to the acts or omissions of the Customer and/or its agents.

12. DATA PROTECTION

12.1 If the Customer has engaged gassProductions directly to carry out the Services for its own benefit and deliver the Deliverables, each party shall comply with their data protection obligations as set out in Schedule 1 to the extent applicable as specified in clause 1.2 of Schedule 1.

12.2 If the Customer has engaged gassProductions as a subcontractor or supplier to carry out the Services and deliver the Deliverables for the benefit of the Customer’s client, each party shall comply with their data protection obligations as set out in Schedule 1 to the extent applicable as specified in clause 1.2 of Schedule 1.

13. LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

13.1 References to liability in this clause 13 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise.

13.2 Nothing in this clause 13 shall limit the Customer’s payment obligations under the Contract.

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

13.3.1 death or personal injury caused by negligence;

13.3.2 fraud or fraudulent misrepresentation; and

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

13.4 Subject to clause 13.3 gassProductions total aggregate liability (including in respect of the indemnity at clause 11.5.2) to the Customer for all loss or damage shall not exceed the total Estimated Charges & Expenses to be paid or payable by the Customer to gassProductions in respect of the Services provided under this Contract during the 12 months immediately preceding the date on which the claim arose.

13.5 Subject clause 13.2 (No limitation of customer’s payment obligations) and clause 13.3 (Liabilities which cannot legally be limited), this clause 13.5 sets out the types of loss that are wholly excluded:

13.5.1 wasted expenditure;

13.5.2 loss of profits;

13.5.3 loss of sales or business;

13.5.4 loss of agreements or contracts;

13.5.5 loss of anticipated savings;

13.5.6 loss of use or corruption of software, data or information;

13.5.7 loss of or damage to goodwill;

13.5.8 pure economic loss;

13.5.9 loss of or damage to reputation; and

13.5.10 indirect or consequential loss.

13.6 gassProductions 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.

13.7 Unless the Customer notifies gassProductions that it intends to make a claim in respect of an event within the notice period, gassProductions shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

14. TERMINATION

14.1 Subject to clause 8, without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 1 months’ written notice.

14.2 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:

14.2.1 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 30 days of that party being notified in writing to do so;

14.2.2 the other party repeatedly breaches any of the terms of this Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Contract;

14.2.3 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

14.2.4 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

14.2.5 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.

14.3 Without affecting any other right or remedy available to it, gassProductions may 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.

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

14.4.1 the Customer fails to pay any amount due under the Contract on the due date for payment; or

14.4.2 the Customer becomes subject to any of the events listed in clause 14.2.4 or clause 14.2.5, or gassProductions reasonably believes that the Customer is about to become subject to any of them.

15. CONSEQUENCES OF TERMINATION

15.1 On termination or expiry of the Contract:

15.1.1 the Customer shall immediately pay to gassProductions all of gassProductions outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, gassProductions shall submit an invoice, which shall be payable by the Customer immediately on receipt;

15.1.2 the Customer shall return all of gassProductions Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then gassProductions may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract; and

15.1.3 the rights, remedies or obligations of the parties that have accrued or become due before termination shall remain unaffected.

16. FORCE MAJEURE

16.1 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a “Force Majeure Event”). The time for performance of such obligations shall be extended accordingly.

16.2 If the Shoot is postponed due to a Force Majeure Event the Client will pay gassProductions the additional costs it incurs as a result.

16.3 If the Contract is terminated in accordance with clause 16.1 above because of a Force Majeure Event, then the Customer will pay gassProductions the costs it has incurred up to the date of termination, together with;

16.3.1 if the Shoot is terminated 3 days or more before the scheduled first Shoot day, 50% of the Estimated Charges & Expenses; and

16.3.2 if the Shoot is terminated less than 3 days before the scheduled first Shoot day (or after the shoot has commenced) 100% of the Estimated Charges & Expenses.

17. GENERAL

17.1 Assignment and other dealings.

17.1.1 gassProductions 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.

17.1.2 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 gassProductions.

17.2 Confidentiality.

17.2.1 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 17.2.2.

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

17.2.2.1 to its employees, officers, representatives, contractors, 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 17.2; and

17.2.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

17.2.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

17.2.4 Subject to this clause, either party shall not make any public statement or announcement with regards to the Services and this Contract without the prior written consent of the other.

17.3 Entire agreement.

17.3.1 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.

17.3.2 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.

17.3.3 Nothing in this clause shall limit or exclude any liability for fraud.

17.4 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).

17.5 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.

17.6 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 Contract. If any provision or part-provision of this Contract deleted under this clause 17.6 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.

17.7 Notices.

17.7.1 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 address specified in the Statement of Work or as otherwise notified to the other party.

17.7.2 Any notice shall be deemed to have been received:

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

17.7.2.2 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

17.7.2.3 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 17.7.2.3, 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.

17.7.3 This clause 17.7 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.

17.8 Third party rights. 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.

17.9 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.

17.10 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.

SCHEDULE 1 – DATA PROTECTION (CONTROLLER TO PROCESSOR)

DEFINITIONS

Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

Data Protection Legislation:

a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data.

b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Customer or gassProductions is subject, which relates to the protection of personal data.

“Domestic Law”: the law of the United Kingdom or a part of the United Kingdom.

“EU GDPR”: the General Data Protection Regulation ((EU) 2016/679).

“EU Law”: the law of the European Union or any member state of the European Union.

“UK GDPR”: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

1. DATA PROTECTION

1.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 1.1 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

1.2 The parties acknowledge that for the purposes of the Data Protection Legislation, to the extent the Customer is instructing gassProductions per clause 12.1 above, the Customer is the Controller and gassProductions is the Processor and to the extent the Customer is instructing gassProductions per clause 12.2 above, the Customer is the Initial Processor and gassProductions is the sub-Processor. Appendix A sets out the scope, nature and purpose of processing by gassProductions, the duration of the processing and the types of Personal Data and categories of Data Subject.

1.3 Without prejudice to the generality of clause 1.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to gassProductions and/or lawful collection of the Personal Data by gassProductions on behalf of the Customer for the duration and purposes of this Contract.

1.4 Without prejudice to the generality of clause 1.1, gassProductions shall, in relation to any Personal Data processed in connection with the performance by gassProductions of its obligations under this Contract in accordance with clause 12.1 or 12.2 of the Contract as applicable per this clause 1.2:

(a) process that Personal Data only on the documented written instructions of the Customer which are set out in Appendix A unless gassProductions is required by Domestic Law or EU Law to otherwise process that Personal Data. Where gassProductions is relying on Domestic Law or EU Law as the basis for processing Personal Data, gassProductions shall promptly notify the Customer of this before performing the processing required by the Domestic Law or EU Law unless the Domestic Law or EU Law prohibits gassProductions from so notifying the Customer;

(b) ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

(d) not transfer any Personal Data to a third party outside of the UK and EEA unless the following conditions are fulfilled: (i) the data subject has enforceable rights and effective legal remedies; and (ii) use reasonable endeavours to ensure that: (i) the transfer is to a country approved under applicable Data Protection Legislation as providing an adequate level of protection to any Personal Data that is transferred; (ii) there are appropriate safeguards (such as the UK ICO approved international data transfer agreement or international data transfer addendum) or binding corporate rules in place in relation to the transfer pursuant to the applicable Data Protection Legislation; (iii) the transferee otherwise complies with gassProductions relevant obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer;

(e) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify the Customer without undue delay on becoming aware of a Personal Data Breach;

(g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Contract unless required by Domestic Law or EU Law to store the Personal Data; and

(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 1.4 and allow for audits once per year (on prior written notice) of such records by the Customer or the Customer’s designated auditor and promptly inform the Customer if, in the opinion of gassProductions, an instruction infringes the Data Protection Legislation.

1.5 To the extent the Customer is instructing gassProductions:

(a) per clause 12.1 above the Customer as the Controller consents to the appointment of all third party processors of Personal Data under this Contract that have been appointed by gassProductions as of the date of signing this Contract to assist gassProductions in complying with its obligations as a processor under this Contract; and

(b) per clause 12.2 above in accordance with its agreement with the Controller and/or instructions, the Customer as the Initial Processor consents to the appointment of all third party processors of Personal Data under this Contract that have been appointed by gassProductions as of the date of signing this Contract to assist gassProductions in complying with its obligations as a sub-Processor under this Contract.

gassProductions confirms that it may only appoint additional processors/sub-processors (as applicable) if the Customer provides gassProductions with its consent prior to each such appointment. Where such consent is not provided, either party may terminate this Contract on 30 days’ written notice to the other.

gassProductions has, or as the case may be, will enter into written agreements with each third party processors/sub-processor (as applicable) that it appoints incorporating terms which are substantially similar to those set out in this clause 1 and which gassProductions confirms reflect and will continue to reflect the applicable requirements of the Data Protection Legislation. As between gassProductions and the Customer, gassProductions shall remain fully liable for all acts or omissions of any third party sub-processor appointed by it pursuant to this clause 1.

1.6 gassProductions may, at any time on not less than 30 days’ notice, revise this clause 1 by replacing it with any applicable controller to processor or initial processor to sub-processor standard clauses or similar terms adopted under the Data Protection Legislation or forming part of an applicable certification scheme (which shall apply when replaced by attachment to this Contract).

APPENDIX A – PROCESSING, PERSONAL DATA AND DATA SUBJECTS

Scope and purpose of processing

gassProductions will process the Personal Data to provide the Services to the Customer.

Nature

Storage and transfer of the Personal Data for the purposes of providing the Services.

Duration of the processing

gassProductions will process the Personal Data for the term of this Contract and as necessary thereafter solely as required by the Data Protection Legislation and any applicable laws and regulations.

Types of personal data

Names, surnames, job titles, telephone numbers, job title and e-mail address.

Categories of data subject

The Customer’s clients, officers, members, employees, contractors, subcontractors, suppliers.