Definitions:
“Charges”
the charges levied by Rat & Dragon Ltd to the Client for the provision of Deliverables and Services, as set out in the Project Agreement as amended from time to time by agreement between the parties, and/or as otherwise agreed between the parties;
“Client”
the person or company named on the Project Agreement for whom Rat & Dragon Ltd has agreed to provide the Deliverables and Services in accordance with these Conditions;
“Client Input Assets”
any photography, video and audio files, illustrations, design files or other materials, and any data or other information provided by the Client to Rat & Dragon Ltd, relating to the Deliverables and/or Services;
“Conditions”
the standard terms and conditions for the supply of the Deliverables and Services set out in this document and includes any special terms and conditions agreed in writing between Rat & Dragon Ltd and the Client as set out in the Project Agreement;
“Deliverables”
any materials produced by Rat & Dragon Ltd for the Client in the form of end Products and Services as detailed in the Project Agreement, excluding any Rat & Dragon Ltd Input Assets or Working Assets;
“Force Majeure”
any cause beyond Rat & Dragon Ltd’s reasonable control including, without limitation, any act of God, war, terrorism, civil disturbance, requisitioning, governmental or parliamentary restrictions, prohibitions or enactments of any kind, import or export regulations, strike lock-out or trade dispute (whether involving its own employees or those of any other person), difficulties in obtaining workmen or materials, breakdown of machinery, fire, accident, adverse weather or failure of couriers to deliver on time;
“Products”
the products to be finalised and to be provided by Rat & Dragon Ltd in form of Deliverables to the Client being:
(a) Final post-produced video and/or audio files; and/or
(b) Final post-produced photographic files; and/or
(c) Social media content (video, photography and editorial); and/or
(d) Editorial content; and/or
(e) Such other products as Rat & Dragon Ltd and its employees may directly provide to a Client as described in the Project Agreement;
“Project Agreement”
the contract for the provision of the Deliverables and Services including an estimate of Charges and these Conditions;
“Services”
the services to be provided by Rat & Dragon Ltd to the Client being:
(a) production, marketing consultation and creative services; and/or
(b) such other services as Rat & Dragon Ltd and its employees may directly provide to a Client as described in the Project Agreement;
“Rat & Dragon Ltd” and “Rat & Dragon”
Rat & Dragon Limited, company registration number 8797858, with its principal place of business at 111 Salisbury Rd, KT4 7BZ, London, UK; Rat & Dragon ABN: 35115838497, with its principal place of business at 70 Stanley Street, Collingwood, 3066, VIC, Australia
“Rat & Dragon Ltd Input Assets”
any photography, video and audio files (uncut, raw or otherwise), illustrations, design files or other materials, and any data or other information produced and/or processed by Rat & Dragon Ltd, relating to the Products and/or Services but excluding any Working Assets and Deliverables.
“Working Assets”
any master working materials provided and retained by Rat & Dragon including but not limited to post production project files, video and photography drafts, samples, options and production files but excluding any Deliverables.
1. Basis of the Project Agreement
1.1. Rat & Dragon Ltd shall provide the Deliverables and/or Services and the Client shall purchase the Deliverables and/or Services in accordance with any Project Agreement accepted by the Client subject to the Conditions of this document.
1.2. Acceptance of these Conditions shall without limitation be deemed upon acceptance of the Project Agreement.
1.3. The Project Agreement is personal to the Client and the Client shall not assign, transfer or sub-contract to any other person or company any of its rights or obligations under the Project Agreement.
2. Supply of the Deliverables and/or Services
2.1. Any changes or additions to the Deliverables and/or Services accepted by the Client in the original Project Agreement must be agreed in writing by Rat & Dragon Ltd and the Client and will be subject to a new Project Agreement with new Charges.
2.2. All video Deliverables will include Rat & Dragon Ltd. branding on the end frame unless otherwise specified in the Project Agreement. Exclusion of Rat & Dragon Ltd. branding is not available for discounted video Deliverables.
2.3. Unless otherwise stated in the Project Agreement, all video Products will include two (2) rounds of amends to reach the final Product. At delivery of the third (final) draft, the Project Agreement is deemed fulfilled. Any additional edits or amends will be treated a a new project with a new Project Agreement and corresponding Charges.
2.4. The provision of final Deliverables to the Client will after the period of seven (7) days be deemed acceptance of satisfactory completion of the Deliverables and/or Services, whether or not formal acceptance is given by the Client.
2.5. The Client shall have no right to modify, adapt, develop, reverse engineer or otherwise alter any aspect of the Deliverables (unless consent is given in writing by Rat & Dragon Ltd).
2.6. Rat & Dragon Ltd. will not be obliged to provide the Client with any type of Rat & Dragon Ltd Input Asset, including but not limited to raw or uncut footage and/or unprocessed photography captured on production.
2.7. Should a Deliverable not be published by the Client within twelve (12) months of the date of acceptance and completion of the Project Agreement, Rat & Dragon Ltd reserves the right to publish a portfolio edit of said Deliverable for marketing and portfolio purposes. Options to extend non-publish period can be agreed in a new Project Agreement that may include new Charges.
3. Charges
3.1. Rat & Dragon Ltd reserves the right to charge a non-refundable cancellation fee of 25% of the Charges outlined in the Project Agreement if the Client cancels the Project Agreement after acceptance. Rat & Dragon Ltd reserves the right to charge a non-refundable cancellation fee of 75% of the Charges outlined in the Project Agreement if the Client cancels the Project Agreement after commencement of production. Rat & Dragon Ltd charges 100% of the Charges outlined in the Project Agreement upon commencement of post-production.
3.2. The Client shall reimburse Rat & Dragon Ltd for all reasonable expenses incurred by Rat & Dragon Ltd in the course of performing the Services and/or producing the Deliverables for the Client, including but not limited to transport, accommodation, permits and admission fees.
3.3. Unless otherwise specified in the Project Agreement, the Client shall be responsible for obtaining any necessary filming permits or equivalent paperwork and covering cost thereof. Upon signing of the Project Agreement, Rat & Dragon Ltd is held harmless by the Client and the Client accepts full responsibility for filming permits as well as full liability for any cost, penalty or legal proceedings that result from lack of obtaining full permission in the course of Rat & Dragon performing the Services and/or producing the Deliverables for the Client.
3.4. Rat & Dragon Ltd will invoice the Client on a regular basis the Charges and any additional sums payable should be paid by the Client within thirty (30) days of the date of Rat & Dragon Ltd’s invoice.
3.5. Any third party fees or deductions from the full invoice amount are the Client’s responsibility. Rat & Dragon Ltd. will only cover fees and deductions incurred by its own business account terms of use. Any deductions will be billed separately to the Client in form of an expenses invoice.
3.6. If full payment is not made by the Client by the due date, Rat & Dragon Ltd shall be entitled without limiting any other right it may have to:
(a) charge interest on the outstanding amount at the rate of one percent (1%) per calendar month from the due date until the outstanding amount is paid in full
(b) suspend provision of any of the Services or Deliverables without liability to the Client until the outstanding amount is paid in full and any time agreed for the provision of the Services or Deliverables shall be amended accordingly
(c) terminate the Project Agreement in accordance with the Conditions.
4. Rights to Input and Output Materials
4.1. The property rights, any copyright and all other intellectual property rights in:
(a) any Client input assets shall belong to the Client
(b) any Rat & Dragon Ltd Input Assets and Working Assets shall belong to Rat & Dragon Ltd
4.2. The property rights, any copyright and all other intellectual property rights of the Deliverables shall belong to Rat & Dragon Ltd and Deliverables will be licenced to the Client upon receipt of full payment of Charges and completion of the Project Agreement.
4.3. Rat & Dragon Ltd shall have the right to use all Deliverables and any Client input assets contained therein for its own portfolio, public relations and marketing purposes.
4.4. Rat & Dragon Ltd shall retain all copyright to, and have the right to repurpose any Rat & Dragon Ltd Input Assets and Working Assets for its own portfolio, public relations and marketing purposes, including but not limited to re-editing video files and extraction of still images from video files.
5. Liability
5.1. The Client warrants that any Client Input Material and its use by Rat & Dragon Ltd for the purpose of providing the Services or creating the Deliverables will not infringe the copyright or any other rights of any third party and the Client shall indemnify Rat & Dragon Ltd from and against all and any claims, proceedings, penalties, losses, damages, costs and expenses, including legal expenses suffered or incurred by Rat & Dragon Ltd arising from any such infringement or alleged infringement.
5.2. Rat & Dragon Ltd accepts no liability for failure on the part of the Client to obtain intellectual property clearances for Client Input Material.
5.3. Rat & Dragon shall not be liable to the Client or be deemed to be in breach of the Project Agreement by reason of any delay in performing, or any failure to perform, any of the Services or produce any of the Deliverables if the delay or failure was due to an event of Force Majeure.
5.4. Should Rat & Dragon Ltd be bound to specific production timelines in the Project Agreement, Rat & Dragon Ltd will not be liable for the late delivery of drafts or Deliverables, should these delays be caused by untimely or incomplete feedback from the Client.
6. General
6.1. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of other provisions of these Conditions and the remainder of the provision in question shall not be affected.