Terms & Conditions

In these Terms and Conditions, the words ‘Cloud9Media,’ ‘C9M,’ ‘we,’ ‘us,’ ‘our,’ and ‘ours’ refer to Cloud Nine Media UK Ltd, a UK registered limited liability company.

The words ‘Client’ and ‘customer’ refer to the party who commissioned and/or funded the work and any person or organisation acting on their behalf.

These Terms and Conditions apply to all graphic, video and associated audio products created by Cloud9Media, including all moving and still images and sound recordings of whatever form.

A signed proposal/quotation is acceptance and agreement of the Terms and Conditions stated below, which forms the contract between Cloud9Media and the Client.

Costs

Costs associated with the project will be discussed during initial consultations/meetings with C9M. Costs may be estimated and inferred during these discussions, but the final accepted quote & scope and its deliverables will reflect the actual cost of production based on the individual line items included. Changes in these items during the production may result in additional costs (‘out of scope’), which will be raised with the client with immediate effect, agreed upon in writing, and charged accordingly to the client. Variables that impact cost can be extra editing time from increasing the edit rounds, changes to the key production milestones dates (like delays in feedback from client), interviewing more people than scope outlines. A contingency that reflects 10% of the overall budget is something the company often recommends adding on top (but may not be used) so that any chargeable extras don’t put a project on pause.

All expenses related to the agreed project, such as travel, mileage, hotels, subsistence, messenger services, postage, overseas telephone charges, colour photocopying, photography and prints, disc or tape duplications, creation of audio and video streaming files, and similar items will be invoiced to the client as part of the final invoice for the project.

It is the Client’s responsibility to ensure that quotations and terms are thoroughly read and understood prior to booking. Consequently, these documents must be signed by both parties before work can commence.

Our rates are based on a standard day of work (8 hours) of crew time at the office, on-set or location (including lunch and breaks but excluding travel time) and our quotes reflect that. Working out of hours (incl weekends) may incur additional costs.

Furthermore, in the case of animations or videos with storyboards, the Client acknowledges such assets must be approved and signed off before production work begins. Any changes to the storyboard structure after approval may incur additional charges.

Under certain circumstances, discounts may be agreed to parts or the whole quote. Discounts will normally have their own terms and conditions associated with them – typically, 1 or more of the following conditions will apply and will be agreed with stakeholders at the time of approving quote

  • the production standards might be affected – we operate a ‘tier’ system whereby there is some transparency over number of people, size of kit and maximum number of edit days applied, depending on which tier is offered.
  • accurate brief required
  • agreed minimum amount of collaboration time with stakeholders will be expected to minimise time wasted in the edit
  • standard number of edit rounds reduced
  • C9M logo/branding included within assets. To offset reduced margins, we would expect an opportunity to promote our services by visual reference on the edit and/or a recorded testimonial that C9M can use for promotional purposes
  • the budget allows for a licence to be used on a single distribution platform. i.e. use of an edit/asset outside of original scope will likely carry a licence charge that’s proportional to the actual budget (with discount applied).

Deposit:

C9M requires clients to pay a deposit of 50% of the approved quote before any work can begin. Our payment terms are 14 days upon receipt of invoice. The deposit will form 1 of 2 invoices for the whole project.   This deposit will be used to cover initial costs associated with pre-production planning, including but not limited to script development, storyboarding, location scouting, casting, and equipment rental. This deposit may also be used to cover other expenses necessary to initiate the project. The deposit does not guarantee the final cost of the project.

Insurance:

C9M will maintain all necessary insurance policies including public liability and professional indemnity insurance to cover its activities in relation to the provision of video production services. The Client is responsible for obtaining and maintaining its own insurance coverage for any property, equipment or personnel that is required for the project.

The Client shall indemnify and hold harmless C9M against any claims, damages, losses, liabilities, expenses or costs arising out of or in connection with any property, equipment or personnel owned or operated by the Client in connection with the project.

Adverse Weather Conditions:

In the event of adverse weather conditions, C9M reserves the right to reschedule any filming or production work. If the Client chooses to proceed with the filming or production work despite adverse weather conditions, any resulting delays or additional costs incurred will be the sole responsibility of the Client. In the event of inclement weather that occurs during the filming or production work, C9M will liaise with the Client on impact in delaying the shoot if considered necessary.

Post-Production Feedback and Amendments:

Post-production feedback is an essential part of the video production process, and we offer up to three rounds of amendments within the agreed-upon project scope. Any further amends beyond these three rounds will be subject to additional charges based on our current post-production day rate of £650 and will require a new quote and agreement from both parties before any further work is carried out.

Our post production workflow:

After concise and signed off brief, and completion of the pre-production & production (if necessary) stages, Clients are offered 2 rounds of edits within our standard scope.

Option 1

We deliver Rough Cut 01  – this is a very basic cut with all the soundbites and voiceover in the right places and can often include some of the b-roll. This cut is shared to ensure both parties are aligned in the narrative of the edit. Any structural changes would be expected at this stage. We invite the client to provide feedback on a review platform (vimeo)  and wait for notification on when all feedback has been made so that we can make 1st round of changes.

We deliver RC02 where we anticipate minor changes (not structural) to the edit which may include minor adjustments to timing, pacing, or visual effects.

After making these adjustments, the Final Cut (FC01) will be delivered to you. This cut includes any picture grading and audio mixing. Small/minor tweaks will be allowed and considered within scope should there be any.

Option 2

When the agreed brief requires us to interview many people  (6+), we sometimes advise that a sync cut should be the initial edit to share. This will show the appropriate clips from interviewees, in the correct order BEFORE we apply music and b-roll. Once we get feedback from the client that this cut is working with regards to the narrative, we will then create a rough cut that has b-roll, music and graphics  – in essence an edit that’s 80% complete. Once we get feedback on this edit, we will then work on a Final Cut, similar to option 1.

Project Duration and Delivery:

Any indication given by C9M of a project’s duration is to be considered by the customer to be an estimation.

C9M will do everything possible to meet specific deadlines, providing there is clear communication, prompt payment and regular feedback from the client. Significant delays to the completion of a project, are likely to carry extra charges.  In all cases our liability will be limited to the agreed total cost of the project, less any costs incurred by us for any work already done on the project provided such work is within the agreed quote.
Any contract requiring C9M 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 C9M, its servants or agents, as necessary.

C9M will not under any circumstances be responsible for any loss, damage or costs arising from the late, erroneous, or non-delivery of the product.

Copyright and Ownership:

C9M is committed to upholding copyright laws and respecting ownership of all materials used in our Client projects.

Where the Client provides any material, including logos, images, trademarks, footage and audio, it is the responsibility of the Client to obtain the necessary permissions in advance from the original copyright holder. By agreeing to these terms and conditions, the Client hereby indemnifies C9M against any claims, disputes, expenses, or similar that may arise from breaching any copyright laws or pre-existing terms and conditions attributed to the material.

C9M retains all rights to the usage of footage captured during the production of any client-commissioned project.

Provided that all payments due to C9M from the Client have been received as cleared funds in its bank account, and provided that the Client is not in breach of anything contained in these Terms and Conditions, the Client is granted a perpetual usage licence  relating to the edit in its delivered form. Until all payments are made in full, the copyright and ownership of all edits and material shot or created remain the full copyright and ownership of C9M. Any material published that has not been fully paid for will be copyright-claimed by C9M to the publishing platform.

We do not give permission for any material to be altered, edited, or used as part of another production, unless this is expressly agreed in writing.

We retain the right to use any of our copyright material for any legal purpose, including its use within projects for other clients, unless (a) we have granted an exclusive licence  to any Client or (b) the material contains trademarks or specific intellectual or imagery copyrighted by the Client.

Once a Client approves a project as complete and satisfactory in writing, it will be publicly released by C9M and the Client. Clients are not permitted to release any form of preview or work-in-progress content to the public or their end-user.

By publishing a video into the public domain, the Client assumes that it is acceptable for any talent featured in the video, including voiceover artists, contributors, actors, and presenters, to use and publicise  their appearance in the video for the purpose of the talent’s own showreel and marketing use (in whole or part use).

Any photography captured during the course of any production will have its own rights & permissions, which are different to videography.

Supply of Raw Footage/All Footage Filmed

Rushes (all filmed footage) are not supplied to the client as standard. Rushes/video files can be supplied for an additional fee, proportional to the production plus the cost of a hard drive and postage) and can include a perpetual licence for any interview rushes. Licences to use b-roll carry a separate charge and are calculated on a case by case basis.

Separately, electronic project files (for editing, motion graphics and other associated audio and visual works) remain the property of Cloud 9 Media, and copies can be given over to clients and may incur charges at the discretion of Cloud 9 Media.

Payment Terms

Unless otherwise stated, our payment terms for projects are as follows.

  • 50% of total project value deposit, paid on receipt of invoice (within 14 days) following agreement of quote, which is non-refundable.

The commissioning of a production is technically not secured until this deposit payment clears in Cloud9Media Ltd bank account. In certain circumstances (agreed in the scope), a raised Purchase Order shared with C9M will be sufficient.

  • Remaining 50% upon final delivery of all signed off content.
  • Late Fees

We reserve the right to charge further interest and late payment fees on all overdue invoices as set out under the Late Payment of Commercial Debts (Interest) Act, 1998. E & OE.

We will exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed credit terms.

After the invoice due date, a fee of 5% of invoice value will be added to the invoice for every working week until the invoice clears in C9M’s bank account.

The Client shall be responsible for all collection or legal fees necessitated by late order default in payment. C9M reserves the right to withhold delivery and any granting or continuation of usage licence of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any licence  to use our copyright material under this Agreement are conditional upon receipt of payment in full which shall be inclusive of any and all outstanding additional costs, taxes, expenses, and fees, charges or the costs of administration of changes.

Retainer Fee

The Client may be required to pay a retainer fee in advance to secure the services of the C9M for future projects. The specific amount of the retainer fee will be negotiated between the parties and will depend on various factors such as the scope and duration of the anticipated projects, the experience and reputation of the Video Production Company, and the prevailing market rates for similar services.

The retainer fee will be held by Cloud9Media in a special account and used to cover costs and expenses associated with future projects as they are agreed upon between the parties. The retainer fee may be non-refundable and will be credited towards the cost of the actual projects as they are completed.

If the Client fails to proceed with the anticipated projects after paying the retainer fee, C9M may retain the fee as compensation for reserving its services and declining other opportunities.

Retainer fees can also be considered with clients that have a long term relationship with the company. These fees allow the client and agency to plan work better, assign dedicated staff to projects and can also be used as part of a media management plan whereby C9M look after raw footage so that it can be tagged and made easily accessible to the client as well as improve the speed with which such footage can be used for future work.

Unsuitable Content

C9M 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 client will be advised which information was deemed unsuitable and requested to amend the information. If the client can show good reason to use the “unsuitable” information, its inclusion may be considered.

Liability for errors after sign-off

C9M cannot be held liable to any party for any errors on any medium after the client has agreed in writing that the content is correct and accurate and should be posted, published or broadcast.

Termination of contract

The client may terminate the contract at any time by written notice of termination, and on settlement of account. When the client terminates the contract, they will remain liable to pay in full for all work previously undertaken and in progress by C9M unless any other written agreement is reached in advance.

Cancellation Policy

In the event of a cancellation of this contract the following fee policy will apply.

  • More than 15 days prior to work beginning – 25% of total fees will be due and payable.
  • Less than 15 days prior to work beginning – 50% of total fees will be due and payable.
  • Less than 5 days prior to work beginning – 100% of total fees will be due and payable.

All Terms and Conditions stated within this document are deemed acceptable to the Client upon receipt of a confirmed order or instruction to proceed given by any means. Including but not limited to: the provision of Purchase Order; written or verbal acceptance of a quote; instruction to book out the studio calendar; and processing of the deposit invoice.  This document shall be taken as an agreement between the Client and Cloud9Media under UK law.

We strive to provide the highest quality video production services to our clients and appreciate your understanding and cooperation in adhering to these terms.

This version 23rd January 2024