Bild shall appoint a producer for the Services by naming an individual in a Studio Booking Schedule or by mutual agreement in writing, who shall act as the primary point of contact for Customer in matters relating to the Services (the “Bild Producer”).

2.2 Services.

Bild shall provide the agreed Services (including the delivery of any agreed Deliverables) to Customer in accordance with these Standard Terms and the provisions agreed in a Studio Booking Schedule.

2.3 Delivery times.

Bild shall use all reasonable endeavours to meet any agreed delivery times set out in a Studio Booking Schedule.

2.4 Delays.

If Bild becomes aware of any circumstances that are likely to prevent it from meeting the time for performance set out in an agreed Studio Booking Schedule , it shall promptly notify Customer of the delay, the reasons for the delay, the consequences of the delay and how it proposes to mitigate the delay.

2.5 Acceptance testing.

Bild shall follow any specific process for the acceptance testing Acceptance testing. Bild shall follow any specific process for the acceptance testing of Deliverables set out in a Studio Booking Schedule.

Customer shall appoint a manager for the Services by naming an individual in a Studio Booking Schedule or by mutual agreement in writing, who shall have the authority to contractually bind Customer in matters relating to the Services, including by signing any Change Orders (the “Customer Producer”).

3.2 Co-operation.

Customer shall co-operate with Bild in all matters relating to the Services.

3.3 Customer materials.

Customer shall deliver to Bild, in accordance with the delivery terms set out in the Studio Booking Schedule, all Customer Materials agreed in a Studio Booking Schedule or necessary for the provision of the Services by Bild.

3.4 Customer delays.

If Bild’s performance of its obligations under a Studio Booking Schedule is prevented or delayed by Customer, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, Bild shall be allowed an extension of time to perform its obligations equal to the delay caused by Customer.

3.5 Technical support.

Customer shall promptly make available to Bild such technical support that may reasonably be required to assist Bild in the provision of the Services.

3.6 Payment.

Customer shall pay all Charges and such other agreed charges, disbursements and other expenditure in accordance with Clause 5.

3.7 Facility.

Customer shall be responsible for keeping the Premises secure during the hire period. Customer shall leave the Premises cleared and returned to its original condition deemed at the sole discretion of Bild. Any request for reconfiguration of the LED Volume must be made and agreed by Bild prior to the Commencement Date and will incur reasonable additional charges to reconfigure, and put back to the standard configuration. Production offices, make-up rooms, green rooms and other sequential areas are to be used respectfully and left clean and tidy after use. The Customer will be liable and charged for the costs of cleaning, replacing or repairing any damage resulting from misuse, damage or neglect. Bild does not allow the use of powder paint or spray painting. Use of effects such as water, smoke, mist and fake snow must be agreed with the Bild prior to the booking.

4.1 Written request.

At any time during the Term, a Party may request an amendment to the Studio Booking Schedule by serving on the other Party a written request with the proposed amendments to the relevant Studio Booking Schedule (a “Change Order”).

4.2 Signature.

If the Parties agree to amend a Studio Booking Schedule following the service of a Change Order, the Parties shall record the amendments in a written document that shall be signed by Bild and the Customer Producer (or other duly authorized representatives of each Party) and the amendments to the Studio Booking Schedule shall take effect from the signature of that document.

All prices quoted by Bild are exclusive of VAT. In consideration of the provision of the Services by Bild, Customer shall pay the Charges in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of Applicable Tax as may be required by Applicable Law), together with any expenses set out in the Studio Booking Schedule . If Customer accepts a Studio Booking Schedule, the Studio Booking Schedule will only become binding upon the payment of 50% of the total Charges for the Studio Booking Schedule to Bild unless otherwise specified in the Studio Booking Schedule . If Bild’s staff are required to provide the Services outside normal shoot day hours, Bild shall be entitled to charge the Customer overtime fees for any shoot days at a rate of time plus 25%.

Subject to Clause 6.3, in consideration of the receipt by Bild of the Charges Bild assigns and transfers to Customer all its right, title and interest in and to its Intellectual Property Rights in the Deliverables (the “Assigned Rights”) absolutely, solely and exclusively, with effect from the date of receipt of full payment in accordance with Clause 5 of all the Charges that relate to such Deliverables, including:

(a) all goodwill, statutory, common law and equivalent rights around the world attaching to the Assigned Rights;

(b) the right to bring, make, oppose, defend, appeal proceedings, claims or actions and to obtain relief (and to retain any and all damages, account of profits or other financial sums recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of the Assigned Rights, whether occurring at any time before, on, or after the effective date of the assignment;

(c) the right to license the Assigned Rights to third parties;

(d) the right to combine the Assigned Rights with other works; and

(e) the right to reproduce, adapt, perform in public, issue copies of and/or otherwise communicate to the public, the Assigned Rights by any means (including the internet, multimedia, wireless and/or any other form of reproduction of sight), whether now known or created in the future.

6.2 Further assurance.

Bild shall, and shall use reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents that may reasonably be required for the purpose of giving effect to Clause 6.1, including registration of Customer as proprietor, registrant or applicant (as applicable) of the Assigned Rights.

6.3 Bild licence.

Bild hereby grants to Customer a non-exclusive, perpetual, fully-paid, worldwide licence to use any Bild Background Rights that are embodied in any Deliverables, with all the rights to use as set out in each case to the extent expressly agreed otherwise in the relevant Studio Booking Schedule.

6.4 Customer licence.

Customer hereby grants to Bild a non-exclusive, fully-paid, worldwide licence for the Term to use any Customer Background Rights that are contained in any Customer Materials provided by Customer to Bild, with all the rights to use, reproduce, modify, develop, host, distribute (directly or indirectly) publicly perform, broadcast, stream, communicate to the public, sell, rent and carry out all other acts that may be required for Bild to provide the Services under the Studio Booking Schedule . Bild may sub-license the licence granted by this Clause 6.4 to any of its Affiliates, Bild Personnel and any other third parties in the course of providing the Services, but Bild may not otherwise sub-license, assign or transfer such licence.

6.5 Moral rights.

Bild shall procure that the authors of any works that are the subject of the Assigned Rights waive any and all moral rights that may arise in such works under Part I, Chapter IV of the Copyright, Designs and Patents Act 1988 (and any and all equivalent rights arising under similar legislation in jurisdictions outside the United Kingdom) to the maximum extent possible under Applicable Law.

6.6 Decompilation.

Save to the extent permitted by Applicable Law or as may be reasonably required to perform its obligations under a Studio Booking Schedule , Customer shall not disassemble, decompile or reverse-engineer any works and materials in which the Bild Background Rights arise without Bild’s prior written consent.

6.7 Reservation of rights.

All rights not expressly granted by a Party in a Studio Booking Schedule are expressly reserved. Notwithstanding any other provision of a Studio Booking Schedule:

(a) any and all Bild Background Rights shall remain the property of Bild, its Affiliates or their third party licensors as the case may be; and

(b) any and all Customer Background Rights shall remain the property of Customer, its Affiliates or their third party licensors as the case may be.

Subject to the confidentiality provisions of Clause 14 at all times, Bild and its Affiliates may use the name and figurative trade marks of Customer on its website and in marketing materials that it produces from time to time (such as brochures or pitch documents) and may confirm that Customer is, or has been, its customer and may state what type of Services have been provided to Customer or its Affiliates. Bild shall be credited in the Deliverables as set out in the applicable Studio Booking Schedule.

8.1

Where Bild uses the Customer’s Materials for the provision of Services the Customer warrants that:

(a) Bild’s use of the Customer’s Materials will not give rise to any breach of any copyright or trade mark or other proprietary interest of any third party;

(b) the Customer’s Materials are free from and do not contain any matter which is defamatory of any person, obscene, criminal or actionable in any manner whatsoever by a third party giving rise to any liability on the part of the Customer or Bild; and

(c) The Customer’s Materials are, for the period during which they are in the custody, possession or power of Bild or its sub-contractors, insured in accordance with Clause 9.6.

8.2

The Customer shall fully indemnify Bild or (where relevant) its sub-contractor against all costs, claims, demands, actions, proceedings, damages, fees, losses and expenses of whatsoever nature arising out of or ancillary to any claim made by any person, firm, company or other body relating to the matter contained in the Customer’s Materials howsoever arising or in relation to any claim for infringement of any third party’s intellectual property rights by the Customer’s Materials.

8.3

The Customer’s Materials that require preparation before use for inclusion in the works or use in the Services will be subject to an additional charge covering the time and labour involved.

8.4

The Customer acknowledges that it is responsible for the Customer’s Materials at all times, including (for the avoidance of doubt) during the period in which the Customer’s Materials are within Bild’s or its sub-contractor’s control, custody or power.

8.5

The Customer further acknowledges that, in particular, the Customer is responsible for any electrical equipment included in the customer materials, and used at the Premises in relation to the Services and the Deliverables, and that the Customer shall be liable for any damage caused to such equipment.

8.6

The Customer further acknowledges that it is responsible for ensuring that the Customer’s Materials are at all times covered by an adequate policy of insurance against loss, damage or destruction by fire, theft or flood to the Customer’s Materials full value and in respect of any consequential or indirect losses which may be suffered by the Customer and in respect of any loss or damage that may be suffered by Bild caused by or in connection with the Customer Materials.

8.7

The Customer agrees that it shall be solely responsible for assessing the sufficiency of any insurance policy.

Bild warrants in relation to each Studio Booking Schedule that:

(a) the Deliverables will materially correspond with those as required by the Customer as set out in the applicable Studio Booking Schedule.

(b) it has full capacity and authority, and all necessary licences, permits and consents to enter into and perform the relevant Studio Booking Schedule and that those individuals signing the Studio Booking Schedule are duly authorised to bind the Party legally for whom they sign;

(c) the Services shall be performed with reasonable care and skill; and

(d) it shall comply with Applicable Laws that are applicable to Bild, including in respect of its obligations to Bild Personnel such as in relation to compliance with laws on minimum wage or health and safety at work.

9.2 Customer warranties.

Customer warrants that:

(a) the receipt and use of Customer Materials in the performance of the Studio Booking Schedule by Bild, its Affiliates and Bild Personnel shall not infringe the Intellectual Property Rights of any third party;

(b) it has full capacity and authority, and all necessary licences, permits and consents to enter into and perform the relevant Studio Booking Schedule and that those individuals signing the Studio Booking Schedule are duly authorised to bind Customer legally;

(c) it has all the rights necessary to grant the licence granted under Clause 6.4; and

(d) it shall comply with Applicable Laws that are applicable to the Customer.

9.3 Implied warranties.

Any and all warranties not contained in this Clause 9.3 that may be implied by Applicable Law are excluded to the maximum extent permitted by Applicable Law.

The Customer shall keep Bild fully and effectually indemnified against all costs, claims, demands, expenses and liabilities of whatsoever arising, including, without limitation, claims for consequential or indirect loss and loss of profit which may be made against Bild or which Bild may sustain, pay or incur arising out of or in connection with the Customer’s failure so to comply and/or to ensure that any third party to whom any Services have subsequently been supplied so complies.

Bild’s liability for any loss or damage direct or otherwise and howsoever caused whether in tort, contract or otherwise shall not exceed the Charges received by Bild in respect of the Services.

Without prejudice to any other rights or claims, each Party may fully or partially cancel this Agreement by a written notice, in case (of):

(a) Material breach. In the event that the other Party materially breaches any term (including non-payment of any sum due) and fails to remedy the same within twenty eight 28 days of receiving written notice of the same. In addition the event that Customer fails to make any payment due hereunder by the due date therefore Bild shall be entitled to suspend the provision of all or part of the Deliverables until such time as such payment is received in full;

(b) Permanent failure to comply. Compliance with an enforceable obligation under the Agreement by the other party becomes permanently impossible;

(c) Bankruptcy. The other Party is declared bankrupt or has been granted suspension of payment, whether or not temporary; or

(d) Termination for legal cause. Either Party may immediately suspend performance if an applicable law or an applicable government or court order prohibits such performance.

12.2

Bild may terminate this Agreement in an event of Force Majeure, as per Clause 16.

12.3

Notwithstanding Clause 12.1 and without prejudice to any other rights or remedies available to Customer, Customer may give Bild written notice of cancellation of this Agreement (and any Services to be provided thereunder), provided that where such notice is received by Bild:

(a) cancellation less than two (2) weeks before Shoot Date, 100% of the Charges as set out the in the applicable Studio Booking Schedule shall be due; or

(b) cancellation more than two (2) weeks before Shoot Date, 50% of the Charges as set out the in the applicable Studio Booking Schedule shall be due.

12.4

Any provisions of the Agreement which by their nature are intended to survive cancellation or expiry (including Clause 14 (Confidentiality) and Clause 11 (Limitation of Liability) shall remain in full force and effect notwithstanding any cancellation or expiry of this Agreement.

At any time after the expiry or termination of a Studio Booking Schedule, within a reasonable time following receipt of a written request from Customer:

(a) Bild shall deliver up and/or destroy (at Customer’s option) any and all copies of Customer Materials, Deliverables and Customer’s Confidential Information in its possession or control to the extent reasonably practicable; and

(b) Customer shall deliver up and/or destroy (at Bild’s option) any and all copies of Bild’s Confidential Information in its possession or control to the extent reasonably practicable.

13.2 Retention of materials.

Notwithstanding Clause 13.1, each Party may retain any materials that it is obliged to retain by Applicable Law.

13.3 Unpaid Charges.

Unless and to the extent otherwise specified otherwise in Studio Booking Schedule , on the expiry or earlier termination of a Studio Booking Schedule for any reason, Customer shall pay within 14 days all unpaid Charges and any other charges, expenses or sums that may have arisen under a Studio Booking Schedule.

During the Term and for 5 years after its expiry or termination for any reason, each Party shall:

(a) keep all Confidential Information disclosed by the other Party under a Studio Booking Schedule confidential and not disclose such Confidential Information to any person other than its employees, directors, officers, representatives, contractors, subcontractors, professional advisors and those of its Affiliates; and

(b) not use any Confidential Information for any purpose other than to exercise its rights and perform its obligations under the Studio Booking Schedule ; and

(c) ensure that any person to whom the Party discloses Confidential Information under Clause 14 shall comply with this Clause 14 and such Party shall be liable for any breaches by such persons.

14.2 Confidentiality exceptions.

The provisions of Clause 14.1 shall not apply to:

(a) any information that is in the public domain other than by breach of a Studio Booking Schedule;

(b) information lawfully in the possession of the receiving Party before disclosure thereof by the disclosing Party;

(c) information obtained without an obligation of confidentiality from a third party or created independently; and

(d) information required to be disclosed by a court of competent jurisdiction, governmental body or other competent authority.

15.1

It is not intended that Bild process any personal data as part of the Services. However, if the Services do comprise the request to process any personal data then the parties will enter into a separate Data Processing Agreement.

No Party shall be liable for a failure to perform or delay in performing any obligation under a Studio Booking Schedule if the failure or delay is caused by any event of Force Majeure. Any Party which suffers an event of Force Majeure must immediately notify the other Party and describe in reasonable detail the nature of the event of Force Majeure and its likely effect on that Party’s ability to perform it obligations hereunder. Any Party subject to an event of Force Majeure shall use reasonable endeavours to resume performance of its obligations as soon as reasonably practicable. Either Party may terminate a Studio Booking Schedule with immediate effect by giving written notice to the other Party if any event of Force Majeure lasts for more than 30 days, or recurs more than twice in any single 60day period. For the avoidance of doubt, non-appearance of talent due to Coronavirus shall not constitute a Force Majeure event and the Customer shall be responsible for all talent replacement and stand-ins.

In the event of any inconsistency between these Standard Terms and a Studio Booking Schedule, the terms of the Studio Booking Schedule shall take precedence.

17.2 Assignment.

Neither Party may assign or otherwise transfer the benefit of a Studio Booking Schedule to any third party without the prior written consent of the other Party (not to be unreasonably withheld or delayed). Each Party shall be entitled to subcontract the performance of any or all of its obligations under a Studio Booking Schedule to any of its Affiliates without the other Party’s prior consent, provided that such Party shall be liable to the other Party for the acts and omissions of such Affiliates.

17.3 Waiver.

No failure or delay by a party to exercise any right or remedy provided under these Standard Terms or a Studio Booking Schedule or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

17.4 Severance.

If at any time any one or more of the provisions of these Standard Terms or a Studio Booking Schedule or any part of it is or becomes invalid, illegal or unenforceable under any law, the validity, legality and enforceability of the remaining provisions of these Standard Terms and a Studio Booking Schedule shall not in any way be affected or impaired.

17.5 Variation.

The Parties may only vary a Studio Booking Schedule in accordance with Clause 4.

17.6 Entire agreement.

These Standard Terms, together with the terms of the applicable Studio Booking Schedule , apply to the exclusion of all other terms, including without limitation any terms and conditions or other legal terms sent by you to Bild in respect of the Services, and constitute 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. Each Party acknowledges that it has not relied upon or been induced to enter into a Studio Booking Schedule by a representation, statement, warranty or understanding (whether negligently or innocently made) other than as expressly set out in the Studio Booking Schedule . Nothing in this Clause 17.6 shall exclude liability for fraudulent misrepresentation.

17.7 No partnership.

Nothing in these Standard Terms or a Studio Booking Schedule shall create a partnership or relationship of employer and employee or a joint venture between the Parties.

17.8 Third-party rights.

These Standard Terms and a Studio Booking Schedule does not create any right enforceable by any person not a party to it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

17.9 Counterparts.

A Studio Booking Schedule may be executed in any number of counterparts each of which when executed and delivered shall be an original, but all the counterparts shall constitute the same instrument. Both Parties consent that a Studio Booking Schedule may be signed electronically, and such electronic signature shall be deemed valid.

The Agreement or any dispute relating to its subject matter shall be governed by and construed exclusively in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the Courts of England and Wales parties hereby submit to the exclusive jurisdiction of the Courts of England and Wales.