1.1 In these conditions, the following definitions apply:
1.1.1 The Customer: NRG Digital Ltd registered in England and Wales with company number 4522418
1.1.2 The Supplier: the person or firm who is supplying Services to NRG Digital Ltd or their Client
1.1.3 The Client: any client of NRG Digital Ltd
1.1.4 The Activity: the Film, Animation, Event or other Project that you have been hired to complete by NRG Digital Ltd.
1.1.5 The Services: the services provided by the Supplier to fulfil the Activity
1.1.6 The Agreement – the contract between the Supplier and the NRG Digital Ltd for the supply of Services according to these Conditions
1.1.7 The Materials: any video footage, animation, photographic stills or written word generated in relation to the Activity
1.1.8 Job number: Unique reference code generated by NRG Digital Ltd, relating to an Activity
1.1.9 Force Majeure: an event beyond the reasonable control of NRG Digital Ltd, including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law of governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm of default of the Client.
2.1 NRG Digital Ltd intends to disclose Confidential Information to the Supplier for the purpose of furthering the business activities of NRG Digital Ltd. This Confidential Information includes (but is not limited to) client contacts, client relationships, production costs, supplier costs, marketing techniques, equipment owned, security information, company documents, company policies, business strategy, client’s video content, video material and other market sensitive materials including (but not limited to) video, animation, scripted, written or discussion materials, etc.
2.2 The Supplier undertakes not to use the Confidential Information for any purpose except the Activity, without first obtaining the written agreement of NRG Digital Ltd.
2.2.1 In addition, the use of any NRG Digital Ltd Materials or any Materials relating to the Activity on any social media channels or websites (either their own or those owned by other entities) for the promotion of the Suppliers business or personal profile is strictly prohibited, without the express permission of NRG Digital Ltd.
2.2.2 Written permission must be sought for each and every use of the Confidential Information and/or Materials.
2.3 The Supplier undertakes to keep the Confidential Information secure and not to disclose it to any third party.
2.4 The undertakings in clauses 2.2 and 2.3 above apply to all of the information disclosed by NRG Digital Ltd or their Client to the Supplier, regardless of the way or form in which it is disclosed or recorded but they do not apply to:
2.4.1 any information which is, or in the future comes into, the public domain (unless as a result of the breach of this Agreement), or
2.4.2 any information which is already known to the Supplier and which was not subject to any obligation of confidence before it was disclosed to the Supplier by NRG Digital Ltd or their Client.
2.5 Nothing in this Agreement will prevent the Supplier from making any disclosure of the Confidential Information required by law or by any competent authority.
2.6 The Supplier will, on request from NRG Digital Ltd, return all copies and records of the Confidential Information to NRG Digital Ltd and will not retain any copies or records of the Confidential Information.
2.7 Neither this Agreement nor the supply of any information grants the Supplier any licence, interest or right in respect of any intellectual property rights of NRG Digital Ltd except the right to copy the Confidential Information solely for the Activity.
2.8 The Supplier may not contact any of the Clients that they are introduced to through working with NRG Digital Ltd for a 12 month period starting from the last date of contact through NRG Digital Ltd, without the express permission of NRG Digital Ltd.
2.9 If the Supplier is, or becomes, aware of a conflict of interest relating to the Activity or the Confidential Information either on behalf of NRG Digital Ltd or the Client, the Supplier is obliged to inform NRG Digital Ltd immediately and this Agreement will become null and void (see section 8.9 Termination/Cancellation).
2.10 The undertakings in clauses 2.2 and 2.3 will continue in force indefinitely.
3.1 If you appear on camera or your work is included in any of our Activities, you assign to NRG Digital Ltd and their Client, the copyright and all other rights in respect of your performance. You agree that the film that you have contributed to, may be exhibited in all media and formats. NRG Digital Ltd and their Client, without further consent use your name, likeness, biography and photographs of you and recordings of interviews with you in advertising and in publicizing the film, in all media and formats, now known or which may be developed in future and you confirm that your contributions will not infringe the copyright, or similar rights, of any third party, in perpetuity.
3.2 In the light of the need of film production for flexibility, you agree that NRG Digital Ltd may edit, adapt, or translate your contributions and you agree not to exercise any “moral rights” you may have against NRG Digital Ltd in respect of any uses of your contributions pursuant to this Agreement or against any third parties who have been authorised by NRG Digital Ltd.
3.3 By undertaking the Activity, the Supplier is deemed to have agreed to Section 3.1 of the terms and conditions whether or not the NRG Digital Ltd Release Form has been signed by the supplier. Copies of the NRG Digital Ltd Release Form can be obtained from the office.
- CAPACITY/INDEPENDENT SUPPLIER
4.1 In providing the services under this Agreement it is expressly agreed that the Supplier is acting as an independent contractor and not as an employee. The Supplier and NRG Digital Ltd acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for services.
- SUPPLIER OBLIGATIONS
5.1 The Supplier shall provide the Services and deliver the Activity to NRG Digital Ltd in accordance with the Agreement and shall allocate sufficient resources to the Services in order to deliver the Activity to the agreed standard.
5.2 The Supplier will not subcontract out the Services for the Activity or any part thereof, unless specifically agreed with NRG Digital Ltd, prior to commencing the Activity.
5.3 The Supplier will perform the Services relating to the Activity in a proper and competent manner and will co-operate with NRG Digital Ltd in all matters relating to the Services.
5.4 The Supplier agrees that their contributions will not bring NRG Digital Ltd or their Client into disrepute or be defamatory, but the Supplier will not be liable in respect of defamatory material which is included without negligence or malice on the part of the Supplier.
5.5 It is the responsibility of the Supplier to ensure they are eligible to work in any country where the Activity is taking place.
- CHARGES & PAYMENT
6.1 NRG Digital Ltd agrees to pay all Supplier invoices within 30 days of submission to email@example.com. Invoices must be referenced with the correct PO number. Invoices submitted without the correct PO number or by any other route than specified above, will not be processed until received in the correct format, through the correct channel. All PO numbers are generated by NRG Digital Ltd.
6.2 All payments to the Supplier will be in Sterling, unless otherwise agreed at the commencement of the Agreement.
6.3 Unless otherwise agreed, one day of filming means ten hours ‘door to door’ from our Farnham office.
6.3.1 After ten hours, overtime is charged at 1.5 x the EHR (equivalent hourly rate).
6.3.2 After twelve hours overtime is charged at 2 x EHR. Overtime is not payable on travel days.
6.3.3 Alternatively, if a ‘buy out’ day rate has been agreed, no overtime will be payable.
6.3.4 If you are engaged on a ‘travel day’, overtime is not payable. Rates for travel days will be agreed on an individual basis.
6.4 In addition to your agreed rate, NRG Digital Ltd agree to pay:
6.4.1 Mileage – can be invoiced at 40p/mile as return distance from our Farnham office (or your location if closer) to a pre-determined offsite location for the Activity. Mileage is only payable if your vehicle is agreed to be used as a designated crew vehicle, alternatively you can drive to our Farnham office for a lift in the designated crew vehicle.
6.4.2 Other Travel – Standard Rail and Tube fares can be invoiced at the end of the Activity. All other travel expenses must be agreed with NRG Digital Ltd prior to the Activity.
6.4.3 Accommodation – overnight accommodation will be provided, at the discretion of NRG Digital Ltd, if the distance from the Farnham office (or your location if closer) is significantly more than it is reasonably expected to travel in one day.
- HEALTH & SAFETY
7.1 NRG Digital Ltd will endeavor to take all reasonably practicable precautions regarding the working practices for the Activity. This will include producing a risk assessment for each filming location relating to the Activity which is attached to the call sheet.
7.2 You MUST ensure that you read the risk assessment attached to the call sheet and act on it accordingly.
7.3 Suppliers are required to use any PPE (Personal Protective Equipment) supplied by NRG Digital Ltd. NRG Digital Ltd takes no responsibility for incidents arising from the non-use of the supplied PPE.
7.4 Safety is the responsibility of every individual involved with the Activity. Suppliers are to take responsibility for their own safety, as well as that of other crew members, the public, and the equipment and to work safely and in compliance with the applicable Health & Safety legislation. This includes reporting any known hazardous situation to the senior on-location representative of NRG Digital Ltd, be this an employee of NRG Digital Ltd or another Supplier who has adopted the role of responsibility on behalf of NRG Digital Ltd (namely but not exclusively the Director, Director of Photography or Producer).
7.5 A full version of the NRG Digital Ltd Health & Safety policy is available on request.
- HIRE OF EQUIPMENT
8.1 Any equipment which is hired, either separately to the agreed rate, or included in the agreed rate, must be fit for purpose, this means;
8.1.1 Equipment must be of a safe construction, tested and inspected regularly and certificates available, i.e. PAT testing for electrical safety
8.1.2 Equipment must only be operated by the Supplier or nominated representative of NRG Digital Ltd and should not, under any circumstances be operated by a member of the public, or left unattended in any public space.
8.1.3 Insurance; please refer to Section 10. INSURANCE & LIABILITY.
9.1 Should the Activity be cancelled and not rescheduled, with less than 24 hours notice, NRG Digital Ltd will endeavour to pay the Supplier the agreed day rate.
9.2 Should the Activity be cancelled and not rescheduled, with less than 48 hours notice, NRG Digital Ltd will endeavour to pay the Supplier half of agreed day rate.
9.3 Should the Activity be cancelled and not rescheduled, with more than 48 hours notice, the payment of cancellation fees will not apply.
9.4 If the Activity is cancelled and rescheduled, and you are not able to attend, the payment of cancellation fees will not apply.
9.5 NRG Digital Ltd are not liable for any accrued costs in the event of cancellation of the Activity, whether or not the Activity is rescheduled.
9.6 NRG Digital Ltd will act fairly, and in the interests of all affected parties in the event of cancellation, however what NRG Digital Ltd are able to pay Suppliers may be dictated by the Client’s behavior and therefore out of our control.
9.7 In the event of the cancellation of an Activity at short notice, due to an act of Terrorism, Force Majure or other incident outside of our control, the payment of cancellation fees will not apply.
9.8 If the Supplier is no longer able to meet their obligations under this Agreement, they must give a minimum of 3 working days notice to NRG Digital Ltd, stating the reason they are unable to fulfil their obligations. In this event section 2.6 will be automatically invoked and all Confidential Information must be immediately returned. This may be taken into consideration in future Agreements with the Supplier.
9.9 In the event of a conflict of interest (section 2.9), the payment of cancellation fees will not apply.
- INSURANCE & LIABILITY
10.1 It is expected that the Supplier maintains an appropriate level of insurance, both public liability and equipment insurance. NRG Digital Ltd’s insurance will cover accidental damage and theft of equipment whilst on the location of the Activity, but the Supplier’s insurance needs to cover equipment being transported to and from the location of the Activity. NRG Digital Ltd will only accept liability in respect of the insurance where the equipment is being used in an appropriate manner consistent with the requirements of the Activity and where equipment is maintained as specified in section 7.
10.2 A full copy of the NRG Digital Ltd’s insurance policy is available on request.
11. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement.
12. Nothing in this Agreement is intended to, nor shall it confer any rights to a third party.
13. Except as set out in these Conditions, no variation of the Agreement, including the introduction of any additional terms and conditions, shall be effective, unless it is agreed in writing and signed by both the Customer and the Supplier.
14. Any questions regarding the above terms and conditions should be directed to the Office Manager by emailing firstname.lastname@example.org or calling the office on 01252 717707.