Staylor-Made Communications, Inc. — Standard Terms & Conditions
Whenever Staylor-Made Communications, Inc. (SMC) provides any goods or services to you as a Client, our working relationship is governed by the following standard terms and conditions:
These Terms & Conditions shall be deemed accepted by Client upon written acceptance on a signed Statement of Work OR upon payment of an initial invoice submitted to Client by SMC. If you have agreed to pay us, you agree to abide by these terms.
Charges for goods or services provided by SMC are as outlined in a separate Proposal, Estimate, Statement of Work and/or Invoice delivered as a PDF or within the contents of an email message.
Format for delivery is as quoted. There is a 2-hour minimum on shooting and/or editing time. All time is billed in 1-hour increments. Portions thereof are billed at the full 1-hour. Client incurred waiting time is charged at the full rate. All prices are exclusive of shipping and handling charges, which will be added to determine the final price. All prices are also exclusive of any tax, or governmental charge that may be assessed by any jurisdiction. All such taxes are the responsibility of the Client. Sales tax may be added to duplication/replication orders delivered within the State of California. All production rates are exclusive of tape stock, film reels, memory cards, and/or duplication and packaging –except where otherwise specified.
SMC reserves the right to change rates for services with thirty (30) days advanced notification to the Client. For Pre-set production packages, prices include basic equipment and crew only. Unless otherwise quoted or listed, such variable expenses as location fees/permits, props, casting, talent (and agency/union fees), make up artist, TelePrompTer, green screen, transcripts, translations, courier fees, shipping, and all travel expenses (e.g. – flights, vehicle rental, fuel, hotels, meals, etc.) are extra and will be billed separately.
3. OVERTIME/CHANGE ORDERS
A half-day consists of any length of time up to 4 hours and a full day consists of any time over 4 hours and up to 10 hours. Overtime after 10 hours will be billed at 1.5x any and all hourly rates for crew, equipment and any other pertinent resources (e.g. – location, studio, vehicles, etc.). Double time (2x all hourly rates) applies after 12 hours.
Any client-requested changes to the scope after beginning a project, will affect the deadline and budget. Quotes for custom services and change orders will be provided after evaluation of the requirements submitted by the Client. Change orders require at least 24 hours to produce. If the total hours exceed estimated hours by 10% due to client-driven considerations (e.g. – change in project scope, additional revisions, or additional requested services beyond those listed herein), Client agrees to pay SMC a fee of $125 per hour for any such additional services rendered. When and if it appears actual hours might exceed estimated hours, SMC will notify Client ASAP so we can discuss cost control options and/or adjustments to the project’s scope, schedule and budget.
Unless other arrangements are made in writing, payment terms are as follows: An initial deposit of 50% is due before work is to commence. (For estimated ranges, 50% is based on the lower range number.) An interim payment of 30% plus any adjustments (for obvious movement higher in the estimated range) is due upon completion of a key milestone such as principal videography or first rough-cut edit, and the balance of 20% plus any adjustments (for obvious movement higher within estimated range) is due at completion. Invoices are due on receipt. All fees are in U.S. dollars. Checks are to be made payable to “Staylor-Made Communications, Inc.” We also accept all major credit cards, cash and PayPal.
Upon Client approval of the work and final payment for services, SMC will render services usable by the Client in the appropriate format (e.g. – disk, electronic file, hosted media, etc.) by removing any watermarks. No services will be delivered or rendered usable without full and final payment being received/processed. Accounts remaining unpaid thirty (30) days after the date of invoice will be assessed a service charge in the amount of one and one-half percent (1.5%) per month of the total amount due. For quick-turnarounds or smaller projects (less than $2,500) SMC may require an advance payment of the entire estimated cost. SMC will submit invoices for any remaining services and expenses incurred (e.g. – travel, transcripts, etc.) in a timely manner. Client may elect to receive either e-mailed PDF or mailed hard copy invoices. Invoices will be PDF by default, unless Client notifies SMC of its preference for hard copy invoices.
Accounts unpaid thirty (30) days after the date of invoice will be considered in default. If a Client in default maintains any tapes, disks, files, or hosted streaming media controlled by SMC, SMC will, at its discretion, remove all such material from its production process or web hosting control. Removal of such material does not relieve the Client of its obligation to pay any outstanding charges. Checks returned for insufficient funds are assessed a return charge of $25; and the account is immediately considered to be in default until full payment is received. Clients with accounts in default agree to pay SMC reasonable expenses, including attorney fees and costs incurred by SMC in enforcing its agreement and these Terms & Conditions. SMC shall hold a lien on all Client materials and deliverables made therefrom until full payment for any outstanding account is received.
6. MEDIA FUNCTIONALITY
Media produced by SMC is not guaranteed to work in all future formats. DVD disks designed/created by SMC are intended to function properly for users with DVD set-top players built later than the year 2000 and most contemporary computers with a built-in DVD drive and appropriate software. Proper functionality of DVD disks with all systems is not guaranteed.
SMC assumes no risk and makes no guarantees for the safety of Client materials in production or storage, or for the content of materials prepared for the Client. All risks for safety of materials, content and delivery, including loss or destruction, are assumed by and solely those of the Client. SMC will not be liable for indirect, incidental, special or consequential damages, loss of goodwill or profits with respect to any lost property of the Client. SMC’s liability for such damages to the Client for any cause whatsoever, regardless of the form of action, including negligence, shall not exceed the amount of the replacement of the cost of blank media. Client should, therefore, insure for assessed value all films, tapes or other media elements delivered to SMC against all risks.
SMC will store Client materials for a period of up to 90 days after conclusion of work (upon Client’s request). Within 30 days after written notification from SMC, Client agrees to remove, at Client’s expense, all materials in storage. In the event the Client does not remove such materials, SMC shall have the right to destroy or otherwise dispose of such material without liability to SMC or any of our affiliates. Client agrees to indemnify and hold SMC harmless from all liability arising out of or connected with SMC’s destruction or disposition of such materials. It is the Client’s responsibility to notify SMC of any change in the Client’s address.
9. CLIENT SUPPLIED MATERIALS
If Client supplies old and/or imperfect materials for use by SMC in producing specific goods or services, SMC will not be responsible for the quality resulting from the use of such materials. The Client must obtain permission and rights to use any information, elements or files copyrighted by a third party. Client is further responsible for granting SMC permission and rights for use of same.
Unless otherwise indicated, Client is allowed two (2) review sessions before delivery of final approved versions of scripts, design elements (such as graphics, animations, music, effects), and rough-cut edits. It is the responsibility of Client’s point of contact (one person representing Client in working with SMC) to gather, compile, and prioritize feedback from any stakeholders within the Client’s organization for each revision. Revisions beyond 2 reviews will be charged for on a time-and-materials basis at a standard hourly rate of $125 per hour. Feedback from reviews must be provided within a reasonable amount of time (typically 48-72 hours) in order to keep the project on schedule. Review versions may be of lower resolution than final output and may contain watermarks such as a time-code or text saying, “For Client Review” or something similar.
11. PROMOTIONAL NOTICE
Projects may be used for SMC promotional purposes unless otherwise indicated. SMC may also, unless otherwise indicated, include at end of Client videos a “Produced by Staylor-Made Communications, Inc.” animated sequence not to exceed four seconds in duration.
12. CANCELLATION/TERMINATION/HOLD FEE
We realize clients may occasionally need to adjust budgets or shift priorities in the middle of a project. Sometimes this causes a project to be put on hold or cancelled. When a project kicks off, SMC notifies all our necessary team resources and they then reserve/allocate their time accordingly – often turning down other opportunities. To protect our resources in the event of a project cancellation, SMC require a 15% project “Cancellation Fee,” based on the total number of remaining estimated hours at the time of cancellation. Client agrees to the project cancellation fee, in addition to compensating SMC for all actual hours worked or services performed to date at the time of project cancellation. Cancellation prior to two (2) full business days before scheduled service will be billed at 50% of billable time. Prior to only one (1) full business day will be billed at 100% of billable rate.
Please note: SMC makes every attempt to resell cancelled time. If time is resold, cancellation charges will not apply. Termination of services by Client must be requested in a written notice and will be effective on receipt of such notice. A signed/dated PDF sent via email will suffice. Telephone requests for termination of services will not be honored. SMC will invoice Client for work completed to the date of first notice of termination for payment in full upon receipt. Should there be a time when Client appears to be incommunicado (e.g. – Client fails to respond to a request for information or does not provide timely feedback/approval of a deliverable such as script review or rough cut edit review) for a period of two weeks or more since our last attempt – via phone, fax, voicemail, text messaging, or email – SMC will assume the project has been cancelled and will submit an invoice for payment according to cancellation information described above.
If a client wishes to place a project on hold for any length of time instead of canceling the project, SMC can retain the assigned resources and keep an opening in the schedule, ready to pick up again when the client is ready/able to resume the project. The retainer or “Hold Fee” is 2% of the total project cost – before any discounts – per month (e.g. – A $10,000 project can be put on hold for $200 per month).
13. LEGAL RESTRICTIONS
SMC’s services or products may be used for lawful purposes only. Submission, transmission, or maintenance of any information or materials in violation of any U.S. or state regulations is prohibited. This includes, but is not limited to, material legally judged to be threatening or obscene. SMC reserves the right to refuse service to the Client without providing reason or cause.
Client retains the copyright to data, files and graphic logos provided by the Client, and grants SMC the rights to publish and use such material. Custom artwork, animations and completed video and/or multimedia projects by SMC for use by Client will remain the property of SMC until all accounts and invoices are paid in full. At its discretion, SMC may grant the Client rights to use such materials in formats other than the original video and/or multimedia project. Use of such projects without full payment or in unapproved alternate formats shall constitute a copyright violation subject to legal recourse.
Client agrees to indemnify and hold harmless SMC from any and all claims resulting from the Client’s use of SMC’s services or projects produced by SMC which cause damage to the Client or a third party. The Client shall be liable for and shall indemnify and hold harmless SMC from and against any claims in any way arising from or related to (i) the alleged infringement of patent, trademark, design, copyright or other intellectual property rights in relation to the Client’s use of the service and (ii) use or inclusion of any information, photographs, artwork or other content including without limitation claims based on invasion of privacy, right of publicity, Communications Decency Act of 1996, obscenity or pornography, and a violation of any laws.
16. FORCE MAJEURE
If the rendering of services by SMC is interrupted or delayed by any occurrence not occasioned by the conduct of SMC or its affiliates, whether that occurrence is (but not limited to) and act of God or public enemy, caused by war, riot, storm, inclement weather, crew illness or inability to perform, labor disputes or strikes, earthquakes, fire flood, accidents, hurricanes, theft, sabotage, the acts of anyone not party to this agreement or any other condition or calamity that may present itself that would delay or prevent work on Client’s project beyond the control of SMC, then SMC shall be excused from performance of said work for whatever period of time after the occurrence is reasonably necessary to remedy, overcome or outlast the effects of that occurrence and pay no cancellaton fees or penalties.
SMC makes no warranties of any kind, whether express or implied, with respect to the services it provides. SMC also disclaims any warranty of merchantability or fitness for a particular purpose. SMC will not be responsible for any direct, indirect or consequential damages which may result from the use of its services including loss of data resulting from delays, non-delivery or interruption in service. In situations involving performance or non-performance of services or products furnished under this agreement, the Client’s sole remedy shall be repair and/or return of the defective product to SMC for a refund at the discretion of SMC.
These Terms & Conditions supersede all previous representations, understandings or agreements and shall control notwithstanding any variance with terms and conditions of any order submitted. In case any one or more of the provisions contained in this agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the invalidity, illegality, unenforceability shall not effect any other provision of this agreement and this agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
The Client’s submission of payment for an SMC invoice constitutes agreement to and acceptance of these Standard Terms and Conditions. By making a payment toward a project, Client is stating: “I have read, understood and agree to abide by these Terms & Conditions for working with and receiving products or services from Staylor-Made Communications, Inc.”
Terms & Conditions for “Staylor-Made” Videography:
Staylor-Made Communications, Inc. (SMC) and Client, as identified in a separate contract or invoice/agreement, do hereby mutually agree to the following terms and conditions as the sole basis under which SMC will accept the assignment to record the Client’s event or activity specified in a separate document or email message, and Client, as evidenced by his/her either signing the separate invoice/agreement or making a payment toward Staylor-Made services, does hereby accept the following terms and conditions:
1. The assignment is accepted by SMC only under very specific limits of liability and client hereby acknowledges SMC liability is specifically limited to a complete refund of all monies then paid in the event, for whatever reason caused by whatever circumstance, SMC is unable to provide recording of the event, and further, in the event, caused by whatever circumstance, a recording of the event is either damaged or destroyed during the post-production phase of the assignment, SMC liability is again limited to a full and complete refund of any and all monies then paid to SMC.
2. The ability of SMC to provide Client a professional recording of the event is predicated on the complete and total cooperation of all parties to the event. Any restriction imposed upon the videographer by any one person may have a negative impact on the recording process and becomes the full and completed responsibility of the Client.
3. SMC accepts the assignment only as the sole authorized video producer of the event. Any other party, guest or company desiring to videotape the same event will do so only with the specific permission and instruction from the videographer recording the event.
4. SMC is hereby granted specific release by the Client on behalf of all guests attending the event to be a part of the video recording without benefit of compensation.
5. In the event a particular segment of the event is either not recorded, partially recorded or not a part of the edited master tape, it is at the sole discretion of SMC as the retained producer of the events video recording.
6. All materials requested by SMC from the Client (photographs, recordings, etc.) are accepted by SMC at the sole and completed risk of the Client, However, SMC will make every effort to ensure their safe custody and return all items to the Client upon delivery of any Edited Master video files.
7. SMC is hereby granted permission by the Client to utilize excerpts of their event video for promotional purposes by SMC without benefit of compensation.
8. SMC reserves the right to remove equipment and personal from any event that, in our opinion, may have the potential to cause equipment damage or personal injury — after notice of intent is first provided to Client.
9. SMC is not responsible for the storage of Edited Master videotapes, media or files and/or Production videotapes, media or files, for any defined period of time.
10. ALL ASSIGNMENT MUST BE PAID IN FULL PRIOR TO DELIVERY OF ANY USABLE MEDIA.
By paying an invoice for Staylor-Made videography services, Client is stating: “I have read, understood and agree to abide by these Terms and Conditions for Videography Services provided by Staylor-Made Communications, Inc.”