Terms of Service
Please read these Terms carefully, and contact us if you have any questions. These are our standard Terms Of Service, but please get in touch if you need alternative agreements in order to satisfy your organisation's requirements.
1) Definitions
Terms & Conditions of Service, hereafter referred to as Terms refer to this text.
Motive Peak Ltd, hereafter referred to as ‘Motive Peak', as well as the words 'we', 'us', 'our' and 'ours' refer to Motive Peak Ltd ('MotivePeak'), a UK registered limited liability company.
Project, Production, Goods, Content, Service hereafter referred to as 'Service' refers to the end video, article, podcast or other product or service which is commissioned by the Client.
Client, Customer and User, hereafter referred to as 'Client', as well as the words 'you' 'your' and 'yours' refer to the party and any person or organisation acting on their behalf who engages Motive Peak to carry out the work on the Service or visits MotivePeak's websites.
Contract, Quote, Quotation, Proposal, and Agreement, hereafter referred to as 'Quotation', refer to the written arrangement between MotivePeak and the Client in the form of a written brief which outlines the scope of the commissioned work.
Third party refers to any company, organisation or person not affiliated with or controlled by MotivePeak or the Client.
2) General Terms
These Terms and Conditions govern the Clients access to and use of MotivePeak's Services and websites, including all moving and still images and sound recordings of whatever form.
By accessing or using MotivePeak's Services and websites, the Client agrees to have understood and to be bound by these Terms.
These Terms apply in respect of all Services and websites MotivePeak supplies.
These Terms, together with the Quotation constitutes the entire agreement between MotivePeak and the Client, unless otherwise varied by mutual consent between MotivePeak and the Client in written form. If no Quotation has been provided, these terms alone constitute the entire agreement between MotivePeak and the Client.
3) Quotations
All Quotations are free and valid for twenty-eight (28) days from issue, unless otherwise agreed or stated.
MotivePeak will begin with the production of the Service after the Client has accepted the Quotation in writing. This can be via Email or post.
By accepting the Quotation, the Client agrees to the scope and pricing outlined in the Quotation and these Terms. Once approved by the Client, a Quotation becomes contractually binding.
If a project requires additional outputs, or a change in the content described in the Quotation, this is, in effect, a contract change. E-mail correspondence shall be sufficient to prove changes to agreements for the form and content of the Service, although depending on the stage of the production process the amendment is raised, an amendment will either be made to the original Quotation, or, a separate Quotation will be issued for the additional work.
MotivePeak will not commence work on any project until the Client has confirmed acceptance of the Quotation and any amendments made to it.
4) Costs and Expenses
Costs will be documented in MotivePeak's Quotation unless otherwise agreed or stated.
Costs will be dependent on resources and time spent by the MotivePeak team and production crew, on pre-production, production and post-production.
MotivePeak's Quotation will either include other expenses such as travel, accommodation, subsistence, or otherwise state that these will be charged separately. Any additional costs to the production will be notified, agreed in writing and charged accordingly to the Client. All expenses incurred by MotivePeak in providing the Service shall be at the Client's cost.
All costings exclude VAT.
MotivePeak reserves the right to quote and charge accordingly, any ongoing and additional work which is beyond the scope of the Quotation.
5) Payment Terms
Unless agreed otherwise in writing, MotivePeak requires 50% of the costs outlined in the Quotation or agreed otherwise as a deposit.
This must be paid upon acceptance of the Quotation.
Unless otherwise agreed in writing, the remaining 50% of the Service cost shall be payable on delivery of the first draft of the Service.
Unless otherwise agreed in writing, the time frame for payment on an invoice issued by MotivePeak is 30 days.
Payment may be made by bank transfer or cheque. All cheques must be made payable to ‘Motive Peak Ltd '. Bank transfer (BACS) is preferred. BACS information will be issued at the point of invoice.
If production time is quoted, agreed and subsequently invoiced and paid for – then any unspent production time will be issued as a credit note (at the discretion of MotivePeak ) for future use. No refunds will be given.
6) Termination
If the Service is postponed or canceled within 72 hours of the scheduled time, a 10% fee of the total project costings will be charged.
Any expenses incurred up until that time, such as pre-production time, booked flights, train travel, and accommodation, will also be charged to the Client in addition to the 10% fee.
MotivePeak reserve the right to cancel or terminate a contract if:
You or your organisation becomes insolvent or subject to bankruptcy proceedings.
The reputation of MotivePeak and anyone connected with MotivePeak could be damaged.
7) Workflow and Service
Any Quotation requiring MotivePeak 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 MotivePeak, its servants or agents, as necessary, and will uphold any turnaround times needed to review pre-production documents and edits which are agreed at the outset.
There is a minimum of 7 days notice for filming.
A standard filming day is a maximum of 8 hours of crew time. This includes travel time to and from location.
A half filming day is a maximum of 4 hours of crew time including travel.
A long filming day is a maximum of 12 hours of crew time including travel.
It is at the discretion of the producer/client manager to decide which is best for your production in accordance with the brief.
Where appropriate we will recommend overnight stays to bring the crew near to the shoot location on the filming day.
Where on a separate day from filming, we will charge travel time, per day, at half that of a standard day rate.
Any unforeseen additional filming time which is not MotivePeak’s responsibility (overtime) will be charged at £75 per hour per crew member, and will be added to the balance invoice.
MotivePeak's day rates include our standard kit set (includes 1 x camera, up to 2 x LED lights, and 1 x lapel microphone) . If more or different equipment is needed to deliver the Service or requested by the Client (eg. gimbal, additional lighting), this will be added to the costs and outlined in the Quotation or agreed in writing.
Unless otherwise agreed in writing, the Client accepts MotivePeak's decisions on creativity within the product(s) or Service(s).
MotivePeak reserve the right to assign or subcontract any or all of the rights and obligations under these terms and conditions without the Clients further consent to such assignment or sub-contract.
Unless otherwise specified, videos will be produced with technical specifications suitable for online distribution via websites and video platforms including YouTube and LinkedIn. If you have specific distribution requirements, such as plans to distribute on Netflix, or a cinema premiere, please make your client manager aware of this at the outset of the project.
8) Amendments
The Quotation states the number of amendments - if any - included as part of the Service.
Amendments are changes within the scope of the original Quotation. Any work deemed outside that scope will be chargeable in addition to the price stated in the Quotation.
After a stage in the production of the Service has been signed off, MotivePeak will move on to the next stage of production. Any changes to the previous stage after a sign-off by the Client will be chargeable.
After the final script has been agreed and a voiceover recorded, any requested changes to the voiceover resulting from script changes will be chargeable. For an in-house voiceover this will be £100 per hour, and for an external voiceover artist, this is at the individual or agency's discretion.
9) Delivery
The Service shall be delivered to the Client in accordance with the Quotation agreed at the outset of the project either through concept meetings or in written proposals.
On delivery of the final Service, any technical issues (such as export/rendering glitches, audio levels, colour correction) encountered by the Client will be corrected free of charge by MotivePeak, at the client manager's discretion.
Once complete Service sign-off has been received from the Client in writing and the final Service was delivered, any changes to the Service beyond that point will be subject to a fee. As in the initial Quotation, time spent to make the changes will be calculated by the producer/Client manager.
Rushes (all filmed footage) or other material - other than the final Service - are not supplied to the Client as standard.
If the Client wishes to receive the rushes (all filmed footage) or other material in addition to the final product, a buy-out fee of 100% of the project value applies, in addition to a fixed charge for admin and delivery costs. This is also dependable if any subcontractor is used. The buy-out fee is negotiable.
Please note that transfer of rushes does not include edit project files, these remain the intellectual property of MotivePeak.
10) Storage Policy
If a Client takes all footage (or a copies of all footage and material) away from MotivePeak – then it is deemed that the responsibility and safeguarding of the material is then fully passed on to the Client.
MotivePeak will then no longer be liable for the footage, and also reserves the right to delete all material and footage associated with the project from MotivePeak's server and hard drives at any point in the future.
After delivery, your footage will remain on MotivePeak's in-house archive RAID system for 12 months.
We cannot guarantee to be able to access projects of 12 months or older. After 12 months has elapsed, your footage may be deleted or transferred to a hard-drive and transferred off site.
11) Publication
Clients are not permitted to release any form of preview/work-in-progress content to the public or their end user.
A Service will only be publicly released by MotivePeak and the Client once both parties (MotivePeak and the Client) approves all content as complete and satisfactory and confirms this in writing.
MotivePeak 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 libelous, 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.
12) Copyright and Ownership
MotivePeak asserts its full rights as copyright owner of all material that has been captured, processed and/or produced by us, whether or not such material forms part of a finished project. The copyright of all produced material is solely owned by MotivePeak and is protected under UK law, unless otherwise agreed in writing.
Unless otherwise specified, for video productions commissioned to MotivePeak, Motive Peak Ltd assigns joint copyright/ownership and an in perpetuity usage license for free-to-view online usage, in all territories. If you wish to distribute your video on a paid platform, please inform your client manager of this at the project outset.
MotivePeak reserves the right to watermark all or any, preview or completed videos until the total bill is paid in full – at which point, the clean 'public ready' final version will be released to the Client.
Electronic project files (for editing, motion graphics and other associated audio and visual works) remain the property of MotivePeak. Copies of footage can be requested by Clients, but this does not mean that project files will be transferred over by default.
13) Usage license
Where the Client provides material to us for inclusion in any project, including but not limited to logos, images, trademarks, footage and audio, the relevant permission must be obtained by the Client in advance from the original copyright holder. By accepting these terms and conditions, the Client hereby indemnifies MotivePeak against any possible claims, disputes, expenses or similar that may arise from breaching any copyright laws or pre-existing terms and conditions attributed to the material.
We retain all rights to the usage of footage captured during the production of any client-commissioned project. As part of our Service, we will grant a time-unlimited, worldwide licence for use of that footage to the Client subject always to the following express condition, unless otherwise agreed in writing:
MotivePeak retains all copyright over any content we produce. A usage licence grants the Client permission to use the content in the state in which we provide it to the Client. Permission is not granted to re-edit, copy or alter the content in any way.
We reserve the rights to use any footage and related files from any client-commissioned project in our showreels and for other promotional purposes.
MotivePeak assigns to the Client a licence to use the Service in its complete delivered form only. 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 the Client publishes the Service into the public domain, it is assumed to be acceptable by the Client (unless otherwise stated by the Client) for any talent that feature in the Service (including voiceover artists, contributors, actors and presenters) to use and publicise their appearance in your Service for the purpose of the talent's own showreel and marketing use (in whole or part use).
The Client may not resell, relicense or redistribute the Service without express written permission from MotivePeak.
Use as a derivative work, and reselling or redistributing such derivative work is prohibited.
Content may not be used in a pornographic, obscene, illegal, immoral, libelous or defamatory manner.
Content may not be incorporated into trademarks, logos, or product marks.
PERMITTED USAGE: Subject to the final payment of full fees due to MotivePeak by the Client, and provided that the Client is not in breach of anything contained in these Terms and Conditions, MotivePeak assigns to the Client, unless otherwise stated, with an in perpetual, worldwide license to use the Content for permitted commercial purposes, defined as:
advertising, promotion and industry/company communications
part of a commercial website for promotional or other communication purposes
Unless otherwise agreed, use of Content produced by MotivePeak on any paid-for platform, or other scenario that demands a fee from the viewer, is not allowed. If this is a requirement of your project, please discuss this with your client manager at the project outset.
14) Data Protection
MotivePeak will keep confidential all Confidential Information disclosed to them by the Client, except where that information has entered the public domain via another source, or except where it is required by law or regulation, provided that, to the extent practicable in the circumstances, the disclosing party is in each case given reasonable advance notice of the intended disclosure and a reasonable opportunity to challenge the same to the owner of such Confidential Information.
MotivePeak will maintain measures and procedures as are reasonably practicable to provide for the safe custody of the Confidential Information.
MotivePeak will only store, copy or use the Client's Confidential Information to the extent necessary to perform its obligations under the quotation or contract.
MotivePeak will comply with all applicable Data Protection Legislation. Data Protection Legislation shall mean up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
15) Confidentiality
Any confidential or proprietary information which is acquired by MotivePeak from a Client, company, person or entity will not be used or disclosed to any person or entity, except when required to do so by law.
If required, MotivePeak will sign and adhere to the conditions of any non-disclosure agreement used by the Client.
Likewise, the Client shall keep confidential any methodologies and technology used by the MotivePeak to supply the Service(s).
16) Liability
MotivePeak cannot be held liable to any party for any errors on any medium after the Client has agreed in writing that the content of the delivered Service is correct and accurate and should be posted, published or broadcast.
MotivePeak shall be under no liability if unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by suppliers or owing to any inability to procure materials required for the performance of the contract.
During the continuance of such a contingency the Client may, by written notice to MotivePeak, elect to terminate the contract and pay for work done and materials used but subject thereto shall otherwise accept delivery when available.
MotivePeak cannot be held liable for loss or damage caused as a result of third party action or failure.
Nothing in this agreement limits or excludes MotivePeak's liability for:
death or personal injury caused by its negligence;
fraud or fraudulent misrepresentation; or
breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
Subject to the previous clause, ERG shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for:
loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of or damage to goodwill;
loss of use or corruption of software, data or information;
any indirect or consequential loss.
Subject to the previous two clauses, MotivePeak’s total aggregate liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement or any collateral contract shall not exceed the amount of Fees paid by the Client under this Agreement in the 12 months prior to which the relevant claim arose.
Save where expressly provided, all conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded to the maximum extent permitted by law.
Severance
If any provision of these terms and conditions (whether in part or in whole) is held by a Court or jurisdiction to be illegal, or unenforceable the parties shall agree to amend the relevant provision as shall be necessary to ensure its application and the remaining provisions of the Contract shall remain full force and effect.
Governing Law
These terms and conditions are governed by and construed in accordance with the laws of Northern Ireland.
Any dispute you have which relates to these terms and conditions, or your use of MotivePeak's Services (whether it be contractual or non-contractual), will be subject to the exclusive jurisdiction of the courts of Northern Ireland.
Changes to these terms and conditions
Please check these terms and conditions regularly. We can update them at any time without notice.