1. General terms

1.1. noctivpictures is a creative agency and each project (each a Project) produced is unique to the client (the Client) that commissions the Project. There are a wide variety of options and decisions that shape each Project. In a case where the terms and conditions of the Project provided by noctivpictures differ from the terms and conditions outlined in this document, the written terms and conditions of such Project provided by noctivpictures will vary or supersede the terms and conditions set out here.

1.2. noctivpictures reserves the right to update and supersede these terms and conditions at any time.

1.3. noctivpictures provides an artistic service and like all artistic services the nature of it is subjective. Whilst noctivpictures will try to be faithful to the requests of the Client because of the subjective nature of the creative process, noctivpictures will charge additional fees to amend a Project to the Client’s preferences if such requests require additional work. noctivpictures will notify the Client if this is the case.

1.4. Most Projects will be in two stages. The first is the development stage and the second is the production stage. Development refers to the time it takes to develop the idea behind the Project and to discuss and agree with the Client that idea and the budget for that idea. Production refers to the physical creation of the Project.

1.5. Fees for development may be payable in advance. Fees for production may be  payable in advance or may be payable in parts.

1.6. The Client will be notified when the Project is complete. Final payment must be made no later than 10 days from the date of this notification. Final payment for all parts of the Project must be received by noctivpictures before delivery of the final part of the Project.

1.7. All payments should be made  by bank transfer to JW Drake-Brockman, account [  ], sort code [  ].

1.8. On Projects where there is an agreed deadline, noctivpictures will advise the Client of the required information and timetable to ensure the Project is completed and ready to deliver by this date. Both noctivpictures and the Client will make all reasonable efforts to follow this timetable. Notwithstanding the foregoing, noctivpictures accepts no liability for any missed Project deadline.

1.9. Where the Client provides media and/or materials for inclusion in a Project, the Client warrants that it has the right to provide such media and/or materials for the purpose contemplated and indemnifies noctivpictures against any claim from a third party that the use of such media and/or materials breaches the rights of any third party.

1.10. Copyright and any other intellectual property rights in any media and/or materials provided to noctivpictures  by the Client or any other person for the purpose of the Project shall remain with the Client or the Client’s licensors as appropriate. Unless otherwise agreed in writing by noctivpictures copyright and any other intellectual property rights in any media and/or materials created by noctivpictures during the Project shall be the exclusive property of noctivpictures and reproductions of any such media and/or materials shall be subject to the prior written consent of noctivpictures.

1.11. All creative work remains the property of noctivpictures. All images and designs are protected by UK copyright law. Reproductions of any kind are strictly prohibited (except with the express agreement of noctivpictures). All films are produced for the relevant use agreed between noctivpictures  and the Client. Any unauthorised use including, inter alia, copying, public performance, general broadcast, internet usage or sharing via social media is strictly prohibited.

1.12. The terms and conditions of the noctivpictures Privacy Policy are set out on the noctivpictures website (www. noctivpictures.com). Subject as provided therein, noctivpictures reserves the right to use all of its creative work for any public purpose that it deems appropriate including, inter alia, via social media or on its website, unless such use has been expressly prohibited by written agreement between noctivpictures  and the Client.

1.13. If the Project requires music, the Client will select music that it is licenced to use for the purposes of the Project. If the Client subsequently amends its choice of music , it agrees to pay the additional costs relating to amending the Project to reflect the new music.

1.14. While noctivpictures strives to safeguard archive media in its possession, it is the Client’s responsibility to ensure that the Client has retained back up copies of media supplied to noctivpictures. All media is supplied to noctivpictures at the Client’s own risk and noctivpictures accepts no responsibility for any loss or damage to Client media.

1.15. The storage of Client media and/or Client Projects either digitally or physically is only free whilst the relevant Project is active. If the Project is not active for more than 1 month or if the Project is completed and the Client has not arranged for delivery of their media, noctivpictures will charge £100 per month for storage while the Project is  not active. A Project is considered not active when noctivpictures has been unable to proceed with the Project for a period of 1 month because noctivpictures is awaiting information or feedback from the Client in order to proceed with the Project. The Client will be notified if a Project is no longer active. If no material work or progress is made on a Project for 4 months, noctivpictures reserves the right to determine that the Project is cancelled and to retain any fees paid and if the fees paid do not cover the work that has been done as of such date, to charge the Client additional fees (based on noctivpictures’ standard rates). If a Project is deemed cancelled or has been completed for more than 3 months, noctivpictures reserves the right to delete any remaining files associated with the Project and dispose of any remaining stored media.

1.16. The Client agrees that noctivpictures is the producer of the Project. noctivpictures will be responsible for managing the Project. The Client will not engage the services of any other person in respect of the Project. If Client breaches this provision it will pay noctivpictures £10,000 in damages plus the agreed fees for the Project. Notwithstanding the foregoing, noctivpictures shall be entitled to provide services to third parties as it determines appropriate.

1.17. noctivpictures and the Client agree to keep any confidential information disclosed by the other strictly confidential. Neither party may use or take advantage of any such confidential information without the discloser’s consent, even after completion of the Project. This obligation does not apply to (i) information known to the receiver before disclosure by the other party, (ii) information which becomes public knowledge without fault on the part of the receiver, or (iii) disclosures made to the extent required by some applicable legal or regulatory requirement.

1.18. The Client’s address, email and telephone details will only be used by noctivpictures in connection with the Project, related matters or noctivpictures’ business and will not be passed onto any third party without prior consent by the Client.

1.19. If the Client wishes to review any personal information that noctivpictures maintains about the Client, it may contact noctivpictures at info@ noctivpictures.com and noctivpictures will provide such information in an appropriate form.

1.20. If noctivpictures is unable to perform any of its obligations as a result of an event outside its reasonable control, then performance of such obligation will be suspended for so long as the event continues.

1.21. The Client understands that after commencement of the Project, if it requires amendments to initial cuts or drafts of a Project these may require extensive work or may be impossible. The Client must therefore advise noctivpictures immediately of any specific concerns regarding initial cuts or drafts. noctivpictures cannot guarantee that such amendments can be made, but if in noctivpictures’ opinion they can, additional charges will apply.

1.22. As each Project is custom made, there is no right of cancellation for the supply of goods and services once the order has been placed. This includes, inter alia, all video editing, photography, film-making, creative consultations, VFX, colour correction and/or producing DVDs or USBs.

1.23. These Terms and Conditions are governed by the law of England and Wales, and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.

2. Project development

2.1. The purpose of project development is to explore options and ideas with the Client and to help them agree the form and budget for the Project. This may involve, inter alia, telephone calls, SMS and/or WhatsApp messages, emails and/or meetings between the Client and noctivpictures.

2.2. noctivpictures reserves the right to charge for Project development. Any such fee is non-refundable. Development fees do not include the cost of production of the Project.

2.3. If required, noctivpictures will make all reasonable efforts to ensure that the development of the Project takes place and the Client is given the opportunity to commission production of the Project. If the Client is unresponsive to messages from noctivpictures for more than 1 month, noctivpictures reserves the right to assume that the Client does not want to commission production of the Project.

2.4. The Client will make themselves available for the development of the Project within 1 week of the commission of the Project. The Client shall give noctivpictures such co-operation and information as noctivpictures considers reasonably necessary for the development of the Project.

2.5. Any designs and physical work created within the development stage of the Project are the intellectual property of noctivpictures.

3. Photography and shoots

3.1. An initial shoot fee will be payable by the Client to noctivpictures, which entitles the Client to a shoot with a noctivpictures photographer at an agreed time and location. Outside central London travel fees will apply and these will be agreed between noctivpictures and the Client before the commencement of the shoot.

3.2. Shoots may be rescheduled without charge in the event of inclement weather. The decision on whether a shoot requires rescheduling will be made by noctivpictures.

3.3 If the Client needs to reschedule a shoot, not less than 48 hours’ notice must be given otherwise 50 per cent. of the shoot fee will be chargeable.

3.4. noctivpictures will make every reasonable effort to ensure a photographer is available at the agreed time and location, however, if the photographer is unavailable at the agreed time and location, the limit of noctivpictures’ liability will be to arrange for a replacement shoot.

3.5. The copyright of all photographs taken by noctivpictures will remain the property of noctivpictures.

3.6. noctivpictures will provide contact sheets within 2 weeks of a shoot. If the Client does not make an order of photos within 3 months of the shoot, the Project will be considered inactive and will be subject to noctivpictures inactive Project policies set out in Section 1 - General terms

3.7. The Client will have the option to request photos or digital albums in respect of the shoot. The cost of these will be agreed between the Client and noctivpictures. The Client will be notified when the Project is complete and ready for delivery.

4. Film production projects

4.1. Estimates for film production projects are based upon the time required to create the finished film. The estimate is based on several variables including, inter alia, the number of filming days, the type of filming required, the quantity of footage to be produced, the amount of the Client’s media received and the level of creative input required for the finished film. If any of these variables change, the budget for the Project will change. noctivpictures will notify the Client of any proposed changes to the budget in advance.

4.2. If an estimate for a Project is based on an hourly rate for such Project, noctivpictures will keep a time log of all activity relating to the Project, including, inter alia,  preparation, research, travel, filming, location time, digitizing, editing, viewing and amending. The Client is responsible and liable to pay the hourly fees for all logged hours worked on their Project, plus any out of pocket expenses at cost.

4.3. The Client is responsible for agreeing with noctivpictures a detailed and accurate schedule at least 1 week in advance of any activity. Subject as provided below, if a filming day is rescheduled with less than 72 hours’ notice, the full cost of the scheduled filming will be chargeable.

4.4. Any filming days that require outdoor filming may be rescheduled without charge in the event of inclement weather. The decision on whether a filming day requires rescheduling will be made by noctivpictures.

4.5. Where a filming day is over 6 hours, any crew are entitled to a minimum of 30 minutes break. The Client is expected to provide basic refreshments for the crew during the day, or to inform noctivpictures beforehand so that noctivpictures can organise these beforehand.

4.6. noctivpictures  is not responsible for circumstances beyond its control which postpone or delay any film-making including, inter alia, a) the Client’s failure to provide an accurate schedule of events or adequate notice of any changes that arise; b) inclement weather or otherwise poor filming conditions; c) restrictions placed by any venue or security officials; and/or d) disruptions in live sound recording caused by others.

4.7. While reasonable effort will be made to provide good footage, noctivpictures does not guarantee that it will capture any specific item of footage. The determination of what is and is not filmed shall be made by noctivpictures in its sole and absolute discretion. Subject to the foregoing, to the maximum extent permitted by law, noctivpictures’ liability for any error in the performance of its obligations in film-making shall be limited to being required to promptly re-perform such obligation when possible.

5. Pricing

5.1. noctivpictures will provide an estimate of the cost of the Project to the Client. This estimate may be based on an hourly rate, a day rate and/or a full project basis. Work on a project will commence as soon as practicable following acceptance by the Client of the estimate for the Project. In the case of a film project, the estimate will set out the charging basis for the project and how many amendments to any initial cut are allowed before additional charges will be incurred. As set out above, given the nature of the creative process, if in the determination of noctivpictures it is not  possible to amend an initial cut as per the Client’s instructions the Client agrees that it will work with noctivpictures to find a solution and make amendments that can reasonably be made without requiring a substantive re-working.

5.2. Estimates are based on an estimate of the amount of time required to create the Project. The estimate of time is based on many variables including, inter alia, the quantity and type of media, the level of creative input required and the required format. If one or more of these variables change, the estimate for the Project will change. Any changes will be confirmed in writing by noctivpictures.

5.3. Estimates are valid for a period of 3 months from the date of such estimate. Any additional work agreed on during the Project will be charged at the rates agreed at the time. After 12 months, costs for any work performed will be calculated on the basis of the updated hourly rates for the then current year.

5.4. At the final viewing, it is the Client’s responsibility to identify any required amendments, including any mistakes. Once the Project is approved for final production by the Client, any changes will incur additional fees and the Client understands that any such changes may cost more than if the relevant changes were made prior to production.

6. Media format

6.1. The Client understands that some media formats including VHS video tape and digital video are often of poor quality and are difficult or impossible to improve, in particular when viewed on large plasma or LCD TVs.

6.2. Projects using MP4  files will be delivered on a USB memory stick or via email as a downloadable file. MP4 files are designed for viewing on either a laptop, iPad or iPhone. Some computers, smart phones and other technology may not be able to read this format of file. The Client understands that certain MP4 files maybe best viewed on large screens, including large TVs.