Terms-and-Conditions

1 Minute Media Terms & Conditions

Video Production Terms & Conditions

Contents

1. Interpretation
2. Conditions of use
3. Warranty
4. Term
5. Termination
6. Effect of termination
7. Fees and billing
8. Limitation of liability and indemnity
9. Changes to terms and conditions
10. Assignment
11. Confidential Information and Intellectual Property
12. Guarantee
13. General

1. Interpretation
Definitions
In this Agreement:

Client/you – means MG’s client;
company/us/we/1 Minute Media– means MG Online Publications Pty Ltd ABN 69 104 300 870 Trading as 1 Minute Media(“MG”) or its successors or assigns and includes a related body corporate of MG, together with each and every director, officer and employee of MG and its related bodies corporate;

event of default – means an event set out in Schedule 1 hereto;

service means the service provided to the client;

work means the production material and refers mainly but not limited to the “video”;

service fee means fee referred to in Schedule 2 hereto;

Headings
Headings are intended for reference only and do not affect the interpretation of this Agreement.

Gender
Words importing any gender include where appropriate the other gender.

Legislation
A reference to any legislation, regulation, code or local law includes any amendment to or substitution of it.

Obligations
Obligations on the part of a party who is a natural person includes his heirs, executors, administrators and assigns and obligations on the part of a party which is a company or other corporate body includes its successors and assigns.

2A. Conditions of use
1. It is an essential term of this agreement that the video work of MG remains the property of MG until 100% payment has been made; after payment unless otherwise instructed in writing, the client permits MG to display its work for in-house use and case study material. All Copyright is held by MG.
2. MG will from time to time use material from MG’s own stock library including: stock film, stock photos and stock music. We give you as our client permission to use this material within the video we have provided and you may broadcast this material within the video. Unless otherwise agreed in writing you are not permitted to reproduce copy/use our stock material outside of the framework of the video we have provided.
3. MG will also from time to time use Royalty Free stock film, photos and music for which MG has purchased permission to use. You are permitted to display and broadcast this material within the video produced by MG but you must not reproduce it. If a client wishes to access this material for reproduction you must enter your own agreement with the provider.
4. MG will upload your first draft video to a specially designated professional Vimeo proofing site; the link for your video will be supplied for you to proof the video.
5. Following final proofing any outstanding amount owing to MG for the video production must be paid.
6. Once full payment for the video is received MG will supply the final approved video to you in the following format: the video will be emailed in MPEG 4 MOV file via our professional yousendit.com account. We will also upload it to YouTube for the client at the clients requested YouTube address.
7. Should the client require delivery in further formats a service fee will be applied for formatting and delivery costs. Refer to the Fees Schedule in this agreement.
8. MG uses Canon 5D Mark 2 cameras or equivalent for video recording; we use Rode NTG microphones or equivalent for sound recording; we use Day Flo 900 Lightbox or equivalent as a major lighting source if required. We use Final Cut Pro X or equivalent for editing. When a client requires additional equipment, be it additional recording equipment, additional lighting equipment or additional editing equipment additional service fees will be charged. An additional service agreement will be required between MG and the client for hire of equipment outside of those specified in this agreement.
9. MG clients from time to time may request specific recording, lighting, editing, animation & sound techniques outside of the MG production services. MG has many industry contacts and can organise specialist contractors in each of these areas. When these specialist contractor services are required, as per condition 2A.7 of this agreement, a further written agreement is required to this agreement and must be formed prior to commencement of production.
10. MG clients may require professional actors or voice-over artists for their video production. Unless otherwise specified in this agreement the engagement of these artists will, as per 2A.7 of this agreement, require additional agreements to be entered prior to commencement of production.
11. Upon receipt of final approval from you for your video MG will store a copy of the approved video for 30 days in which time the video will be supplied to you in the agreed format. After this period all material will be removed by MG from its editing suites. If during this 30 day period you have not received your video you must notify MG so that we can forward it again. If you fail to notify MG within the 30 day period MG will automatically remove the copy.
12. If you require MG to store your material for any longer period than 30 days, an additional storage fee will be applied. See the Fees Schedule attached to this agreement for additional hosting fees.
13. MG will not store any of the footage which has been cut or edited out of the video; this material will be removed from MG’s editing suite immediately upon receipt of video approval unless otherwise instructed in writing.
14. You may request that MG hosts your video on 1 Minute Media. This hosting is in addition to the provision of your video in MOV format and free hosting on YouTube. Hosting by 1 Minute Media is additional to the agreed provision and a hosting fee will apply. See the attached Fee Schedule for hosting fees.
15. You will abide by any Code of Practice including but not limited to privacy and advertising codes and those issued by the Australian Internet Industry Association;
16. You will abide by the codes issued by the Australian Film, Music and Advertising Industries;
17. You will comply with all applicable laws of which it is your duty to be familiar with;
18. You will take responsibility to inform the public of your filming requirements and purpose;
19. You will obtain all filming permissions which Council or Government may require;
20. You accept and acknowledge that technological and systems malfunctions may from time to time interrupt our ability to provide normal service and shall raise no objection or claim for compensation or be entitled to terminate this agreement pursuant to service interruption;
21. You accept and acknowledge that the service is subject to change, development and discontinuation at our sole discretion and shall raise no objection or claim for compensation or be entitled to terminate this agreement pursuant to service changes.
22. You cannot use the 1 Minute Media logo or reproduce any of 1 Minute Media marketing material without prior written authorization from an authorized agent of MG Online Publications

3. Warranty
The client warrants that:
(a) All information provided by the client to us whether to qualify to advertise on or to be published on the 1 Minute Media web site is correct, factual and true to the best of the client’s knowledge
(b) Where necessary it has obtained written permission from the appropriate entity including but not limited to its current or past vendors or buyers or other principals to provide for publication any information including but not limited to details, names, addresses, sales prices, photography, testimonials and or sales results which it has provided to be published and recorded by 1 Minute Media

4. Term
Unless otherwise agreed in writing the initial term of the agreement is 3 months. This means that the client has 3 months to complete 100% payment to MG for the work provided. The 3 months commences upon the date that approval has been given to MG for the video or other work. If payment is not completed to MG within the term of this agreement, MG is not required to store material for the project beyond 3 months. Further MG will require that the work, particularly the video(s) be returned and any authority for the client to publish its material will be revoked.

5. Termination
This agreement may be terminated by:
(a) the company forthwith pursuant to the occurrence of an Event of Default and by the provision of 14 calendar days written notice in any other case;
(b)  the client by the provision of 14 calendar days written notice provided however that no refunds will be made by the company and any moneys owing to the term will remain payable by the client. The client by giving 15 or more calendar days writtten notice will be charged a $350+gst cancellation fee or 10% of the full project fee, whichever is the greater; in addtion all moneys owing for work completed will become immediately payable.

6. Effect of termination
Termination does not release the client from its obligations including but not limited to payment of outstanding fees.

7. Fees and billing
As set out in individual proposals and agreements.

8. Limitation of Liability and Indemnity
To the extent allowable under the Trade Practices Act 1975 (Cth) or any other applicable law, we:
(a) exclude all implied conditions and warranties together with consequential, direct or indirect loss or damage (included but not limited to loss of opportunity, loss of revenue and loss of profits);
(b) limit our liability for breach of any condition or warranty that to the extent that we cannot mitigate any loss by resupply of the service or payment by us to have the service resupplied;
(c) limit our liability in respect of any other claim in connection with the Agreement whether the claim is based in contract, tort (including negligence) or statute to the amount paid to us by you under this Agreement;
(d) exclude our liability under this agreement where loss or damage is suffered as a result of any breach of your obligations under this Agreement or any delay in performance or breach of this Agreement which arises as a result of any matter beyond our control including but not limited to viruses or other defects or failure of the server hosting our web site.
You indemnify us and our officers, employees and agents (“those indemnified”) against any direct or consequential liabilities, losses, damages, expenses and costs (including legal expenses on a solicitor and own client basis) incurred or suffered by any of those indemnified as a result of any claim or proceedings brought by a third party against those indemnified in connection with any material generated by you in connection with the Service.

9. Changes to terms and Conditions
MG reserves the right to make changes to the terms and conditions of this agreement.

10. Assignment
The Agreement may not be assigned without the express written authority of MG which authority shall not be unreasonably withheld.
The Client may not enter into any sub-contracting agreement or delegate any of its obligations hereunder without the prior written consent of MG.

11. Confidential Information and Intellectual Property
(a) The client shall treat as confidential this Agreement and all documents and information received from MG (except those intended for dissemination to the public);
(b) The client shall use its best endeavours to ensure that its agents and/or employees treat as confidential this Agreement and all documents and information received from MG (except those intended for dissemination to the public).

12. Guarantee
The client guarantees the performance by the client of each and all obligations under this agreement and is subject to the obligations and restraints set out herein and shall indemnify and keep indemnified MG against any loss, claim, demand or action arising out of the client’s or its agents’ and/or employees’ breach of any clause of this agreement. This clause shall not merge on termination of this agreement.

13. General

Governing Law
This Agreement is governed by and is to be construed In accordance with the laws of New South Wales and shall be subject to the jurisdiction of the courts of New South Wales.

Entire Agreement
This Agreement embodies the entire understanding and agreement between the Parties as to the subject matter of this Agreement.

Severability
If a court rules that any part of this Agreement is invalid or unenforceable, that part shall be modified where possible and if not possible shall be severed whereupon the rest of the Agreement shall continue to operate.

Costs
Each party shall pay its own costs in relation to the preparation and settlement of this Agreement.

Schedule 1 – Events of Default

1. Breach of any warranty contained in this agreement;
2. Failure to pay fees when due;
3. Provision of false, misleading, incorrect or unlawful information/material;
4. Failure to provide within 24 hours information reasonably required by MG to substantiate any warranty contained in this agreement;
5. Bankruptcy or insolvency of the client;
6. Conduct by the client which in the opinion of MG is prejudicial to MG’s interests;
7. Assignment by the client of the burden or benefit of this Agreement without the prior written consent of MG;
8. Death of the client or cessation of the client’s business activities
Schedule 2 – Schedule of Fees – all ex GST

Video Inclusions:
1. All videos include colour correction and professional editing on Final Cut Pro X
2. Editing will include use of Titles, captions, insertion of logos using any of the text animation presets available within the Final Cut Pro X editing suite
3. Our camera operator(s) will attend the video shoot on location within the Sydney Metropolitan area
4. First draft Testimonials will be completed with 5 days of the video shoot
5. First draft Company Profile or About Us will be completed within 5 – 10 working days of the video shoot
6. First draft “News” videos will be completed with 5 working days of the video shoot
7.i. Video Proofing: The client will be given one opportunity to request amendments to the video upon the receipt of the first draft. The client must provide written instructions of the amendments required. MG will edit the video as per instructions where the instructions are performable with the equipment as per this agreement.
7. ii. In the situation of a video being billed per 30seconds, the fee is applied to the original video length. For example, if a client provides 5 minutes of dialogue, and decides to cut this down to 2 minutes throughout the editing process, the fee is calculated on the original 5 minutes, not the final 2 minutes of video. This does not apply to the various original takes, but to the actual length of the original narration when edited together.
8. Cancellation requires 24 hours notice or a $200 cancellation fee will be charged.
9. Videos will be provided in Mpeg 4 MOV file via yousendit.com and will be uploaded to YouTube within 24 hours of receipt of full payment for the video.

Script Inclusions:
1. Script writing is charged at $90/hour + gst
2. This includes one meeting with the client for a miniimum of 2 hours to acquire information on the clients requirements.
3. The fee includes one set of proofing
4. Further edits to the script will be charged at $90/hour +gst

Animation Inclusions:
1. Video animation is charged at $70/hour + gst
2. The fee includes one set of proofing
3. Further edits to the animation will be charged at $70/hour +gst

Additional Fees, unless otherwise agreed in writing
1. Out of Sydney Metropolitan Travel – $35 per half hour
2. Additional editing for videos which are longer than length specified in each video category – $70 per hour of editing required
3. Clients may use their own contractors; if the client requires MG to liaise on their behalf with their own contractors there will be a service fee of $17.50 per half hour
4. Voice-over artists (where not already included in the package) – from $100 per 90second voice-over.
5. Custom designed music – $100 per 2 minute track
6. Additional edits after first edits supplied – $70 per hour
7. Use of additional stock footage/music/photography/sound effects to MG’s Library – as per selected suppliers prices. There will be an additional fee of $17.50 per half hour if the client requires MG to source the additional stock for them
8. Supply of video as DVD – no longer offered in-house; MG will supply the format required by the client and will assist the client to outsource DVD production
9. Supply of video as Blu Ray disk – no longer offered in-house; MG will supply the format required by the client and will assist the client to outsource Blu Ray disk production
10. Movie File Storage Fees: $10 per month per 100MB or less. We back up all of our data storage systems but cannot be held accountable for loss due to theft or technological systems failures.
11. Movie File Hosting Fees: $20 per month per 100MB or less. Note we recommend use of free hosting sites such as YouTube and Vimeo but some clients prefer that there are no advertisements and therefore wish to access our server for hosting.
 

1 Minute Media’s SEO Terms and Conditions

SEARCH ENGINE OPTIMIZATION AND REPORTING AGREEMENT

This Search Engine Optimization and Reporting Agreement (“Agreement”) is hereby entered into between 1 Minute Media (hereinafter referred to as “Company”) and the party set forth in the related order form (“Customer” or “you”) incorporated herein by this reference (together with any subsequent order forms submitted by Customer, the “Order Form”) and applies to the purchase of all Search Engine Optimization and Reporting Services (hereinafter collectively referred to as “SEO Services”) ordered by Customer.

TERM AND TERMINATION. This Agreement shall be effective as of the time frame set forth on the Order Form. This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within sixty (60) days of receipt of the notice. This Agreement may be terminated by Company (i) immediately if Customer fails to pay any fees hereunder; or (ii) if Customer fails to cooperate with Company or hinders Company’s ability to perform the SEO Services hereunder. Company does not refund any money received from clients for any past SEO work that they have been asked to carry out. All monies received by Company for any SEO work will not be refunded at any stage even if the client cancels the SEO service.

The Customer, by paying the first instalment, agrees that Company can continue with the SEO indefinitely. Payments for Company’s SEO services are to be made via our Direct Debit partner Ezidebit or by handing over credit card details. All credit card fees are the responsibility of the Customer.

The Customer must notify in writing to Company to stop all SEO work. By handing over the credit card details or arranging Direct Debit through Ezidebit Customer authorises Company to continue the monthly SEO campaign. Company does not have to provide monthly invoices to the client for this work. Company will continue to deduct the original fee each month for the SEO work, unless otherwise instructed to by Customer. 60 days notice in writing is required for Company to stop all SEO work.

It is the Customers responsibility to ensure sufficient funds are available in your nominated payment method at the time of payment each method.  Any bounced payments will incur a $9.90 fee, which is charged directly from Ezidebit, not Company.
 

  1. SEO SERVICES. Company agrees to provide Customer with SEO Services as described in the Order Form and this Agreement. Company is authorized to use the specific keywords and/or phases set forth in the Order Form for development, improving the ranking of, and/or positioning the contents of the Customer’s URL(s) (as set forth in the Order Form) in search engines and/or directories. SEO Services are intended to provide the Customer with preferential positioning in selected search engines and report results on an ongoing and timely basis. SEO Services include:
     

    • Research keywords and phrases to select appropriate, relevant search terms. The number of keywords is set forth in the Order Form. Additional keyword purchases will require a separate Order Form.
    • Submit Customer’s pages to search engines and directories as set forth in the Order Form or this Agreement.
    • Create positioning reports showing rankings in the major search engines and under which keywords.

 

  1. FEES; LIMITATIONS ON REFUNDS AND CANCELLATION FEES. Customer agrees to pay Company any and all fee(s) as stated in Order Form. The fee(s) must be received prior to the start of any SEO Services.
     
  2. CUSTOMER RESPONSIBILITIES. For the purposes of providing these services, Customer agrees:
    • To provide Company with FTP access to its web sites for uploading new pages, and making changes for the purpose of SEO Services optimization or approval to go through a third party.
       
    • To authorize Company use of all Customer’s logos, trademarks, Web site images, etc., for use in creating informational pages and any other uses as deemed necessary by Company for search engine positioning and optimization.
       
    • To authorize Company to add an acknowledgement of Company’s Optimisation work on Customers website

 

  1. GOOGLE SEARCH ENGINE OPTIMISATION.

While Google’s results are displayed on other search engines, Company Services are aimed at increasing visibility and boosting traffic from Google. Google does change its algorithm and Company is not responsible for Customer’s rankings due to this algorithm change. Company will endeavour to maintain Customer’s Google rankings, but the client acknowledges that Company is not liable for any loss of business due to ranking fluctuations caused by Google algorithm changes. Plus if Customer has had any previous SEO work carried out on their website by another SEO company, Company is not responsible for the Customer’s ranking fluctuations that may have been caused by this previous SEO work.
 

  1. CUSTOMER ACKNOWLEDGEMENTS. Customer understands, acknowledges and agrees that:
    • Company has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Customer’s web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity. Company will resubmit those pages that have been dropped from the index.
    • Some search engines and directories may take as long as two (2) to four (4) months, and in some cases longer, after submission to list Customer’s web site(s).
    • Occasionally, search engines and directories will stop accepting submissions for an indefinite period of time.
    • Occasionally, search engines and directories will drop listings for no apparent or predictable reason. Often listing will “reappear” without any additional submissions. Should the listing not reappear, Company will re-submit the web site(s) based on the current policies of the search engine or directory in question.

 

  1. WEB SITE CHANGES. Company is not responsible for changes made to Customer’s web site(s) by other parties that adversely affect the search engine or directory rankings of Customer’s web site(s).

 

  1. ADDITIONAL SERVICES. Additional services not listed herein or in Order Form will be provided for up to $100.00 per hour. Company is not responsible for Customer’s overwriting SEO Services work to Customer’s web site(s). Customer will be charged an additional fee for re-constructing meta-tags, keywords, content, etc based on the hourly rate of up to $100.00 per hour.

 

  1. INDEMNIFICATION. Customer shall indemnify and hold harmless Company (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Company as a result of any claim, judgment, or adjudication against Company related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Customer to Company (the “Customer Content”), or (b) a claim that Company’s use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defence and payment, Company must: (i) give Customer prompt written notice of a claim; and (ii) allow Customer to control, and fully cooperate with Customer in, the defence and all related negotiations.

 

  1. DISCLAIMER OF ALL OTHER WARRANTIES. Company does not warrant that the seo services will meet the customer’s expectations or requirements. The entire risk as to the quality and performance is with customer. Except as otherwise specified in this agreement, company provides its services “as is” and without warranty of any kind. The parties agree that (a) the limited warranties set forth in this section are the sole and exclusive warranties provided by each party, and (b) each party disclaims all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to this agreement, performance or inability to perform under this agreement, the content, and each party’s computing and distribution system. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

 

  1. LIMITED LIABILITY. In no event shall company be liable to customer for any indirect, special, exemplary or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data, or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. There shall be no refunds. Company makes no warranty of any kind, whether express or implied, with regard to any third party products, third party content or any software, equipment, or hardware obtained from third parties.

 

  1. CUSTOMER REPRESENTATIONS. Customer makes the following representations and warranties for the benefit of Company:
    1. Customer represents to Company and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Company are owned by Customer, or that Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Company and its subcontractors from any claim or suit arising from the use of such elements furnished by Customer.

 

  1. Customer guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Company for inclusion on the website above are owned by Customer, or that Customer has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Company and its subcontractors from any liability or suit arising from the use of such elements.

 

  1. From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Customer agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Company and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Customer’s exercise of Internet electronic commerce.

 

  1. CONFIDENTIALITY. The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Company and Customer acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.

 

  1. FORCE MAJEURE. Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.

 

  1. RELATIONSHIP OF PARTIES. Company, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Customer does not undertake by this Agreement, the Order Form or otherwise to perform any obligation of Company, whether by regulation or contract. In no way is Company to be construed as the agent or to be acting as the agent of Customer in any respect, any other provisions of this Agreement notwithstanding.

 

  1. NOTICE AND PAYMENT. Any notice required to be given under this Agreement shall be in writing.

 

  1. JURISDICTION/DISPUTES. This Agreement shall be governed in accordance with the laws of the State of NSW.

 

  1. AGREEMENT BINDING ON SUCCESSORS. The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.

 

  1. ASSIGNABILITY. Customer may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Company. Company reserves the right to assign subcontractors as needed to this project to ensure on-time completion.

 

  1. WAIVER. No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

 

  1. SEVERABILITY. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

 

  1. INTEGRATION. This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

 

  1. NO INFERENCE AGAINST AUTHOR. No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.

 

READ AND UNDERSTOOD. Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.

 

 

Video Production Terms & Conditions

Contents

1. Interpretation
2. Conditions of use
3. Warranty
4. Term
5. Termination
6. Effect of termination
7. Fees and billing
8. Limitation of liability and indemnity
9. Changes to terms and conditions
10. Assignment
11. Confidential Information and Intellectual Property
12. Guarantee
13. General

1. Interpretation
Definitions
In this Agreement:

Client/you – means MG’s client;
company/us/we/1 Minute Media– means MG Online Publications Pty Ltd ABN 69 104 300 870 Trading as 1 Minute Media(“MG”) or its successors or assigns and includes a related body corporate of MG, together with each and every director, officer and employee of MG and its related bodies corporate;

event of default – means an event set out in Schedule 1 hereto;

service means the service provided to the client;

work means the production material and refers mainly but not limited to the “video”;

service fee means fee referred to in Schedule 2 hereto;

Headings
Headings are intended for reference only and do not affect the interpretation of this Agreement.

Gender
Words importing any gender include where appropriate the other gender.

Legislation
A reference to any legislation, regulation, code or local law includes any amendment to or substitution of it.

Obligations
Obligations on the part of a party who is a natural person includes his heirs, executors, administrators and assigns and obligations on the part of a party which is a company or other corporate body includes its successors and assigns.

2A. Conditions of use
1. It is an essential term of this agreement that the video work of MG remains the property of MG until 100% payment has been made; after payment unless otherwise instructed in writing, the client permits MG to display its work for in-house use and case study material. All Copyright is held by MG.
2. MG will from time to time use material from MG’s own stock library including: stock film, stock photos and stock music. We give you as our client permission to use this material within the video we have provided and you may broadcast this material within the video. Unless otherwise agreed in writing you are not permitted to reproduce copy/use our stock material outside of the framework of the video we have provided.
3. MG will also from time to time use Royalty Free stock film, photos and music for which MG has purchased permission to use. You are permitted to display and broadcast this material within the video produced by MG but you must not reproduce it. If a client wishes to access this material for reproduction you must enter your own agreement with the provider.
4. MG will upload your first draft video to a specially designated professional Vimeo proofing site; the link for your video will be supplied for you to proof the video.
5. Following final proofing any outstanding amount owing to MG for the video production must be paid.
6. Once full payment for the video is received MG will supply the final approved video to you in the following format: the video will be emailed in MPEG 4 MOV file via our professional yousendit.com account. We will also upload it to YouTube for the client at the clients requested YouTube address.
7. Should the client require delivery in further formats a service fee will be applied for formatting and delivery costs. Refer to the Fees Schedule in this agreement.
8. MG uses Canon 5D Mark 2 cameras or equivalent for video recording; we use Rode NTG microphones or equivalent for sound recording; we use Day Flo 900 Lightbox or equivalent as a major lighting source if required. We use Final Cut Pro X or equivalent for editing. When a client requires additional equipment, be it additional recording equipment, additional lighting equipment or additional editing equipment additional service fees will be charged. An additional service agreement will be required between MG and the client for hire of equipment outside of those specified in this agreement.
9. MG clients from time to time may request specific recording, lighting, editing, animation & sound techniques outside of the MG production services. MG has many industry contacts and can organise specialist contractors in each of these areas. When these specialist contractor services are required, as per condition 2A.7 of this agreement, a further written agreement is required to this agreement and must be formed prior to commencement of production.
10. MG clients may require professional actors or voice-over artists for their video production. Unless otherwise specified in this agreement the engagement of these artists will, as per 2A.7 of this agreement, require additional agreements to be entered prior to commencement of production.
11. Upon receipt of final approval from you for your video MG will store a copy of the approved video for 30 days in which time the video will be supplied to you in the agreed format. After this period all material will be removed by MG from its editing suites. If during this 30 day period you have not received your video you must notify MG so that we can forward it again. If you fail to notify MG within the 30 day period MG will automatically remove the copy.
12. If you require MG to store your material for any longer period than 30 days, an additional storage fee will be applied. See the Fees Schedule attached to this agreement for additional hosting fees.
13. MG will not store any of the footage which has been cut or edited out of the video; this material will be removed from MG’s editing suite immediately upon receipt of video approval unless otherwise instructed in writing.
14. You may request that MG hosts your video on 1 Minute Media. This hosting is in addition to the provision of your video in MOV format and free hosting on YouTube. Hosting by 1 Minute Media is additional to the agreed provision and a hosting fee will apply. See the attached Fee Schedule for hosting fees.
15. You will abide by any Code of Practice including but not limited to privacy and advertising codes and those issued by the Australian Internet Industry Association;
16. You will abide by the codes issued by the Australian Film, Music and Advertising Industries;
17. You will comply with all applicable laws of which it is your duty to be familiar with;
18. You will take responsibility to inform the public of your filming requirements and purpose;
19. You will obtain all filming permissions which Council or Government may require;
20. You accept and acknowledge that technological and systems malfunctions may from time to time interrupt our ability to provide normal service and shall raise no objection or claim for compensation or be entitled to terminate this agreement pursuant to service interruption;
21. You accept and acknowledge that the service is subject to change, development and discontinuation at our sole discretion and shall raise no objection or claim for compensation or be entitled to terminate this agreement pursuant to service changes.
22. You cannot use the 1 Minute Media logo or reproduce any of 1 Minute Media marketing material without prior written authorization from an authorized agent of MG Online Publications

3. Warranty
The client warrants that:
(a) All information provided by the client to us whether to qualify to advertise on or to be published on the 1 Minute Media web site is correct, factual and true to the best of the client’s knowledge
(b) Where necessary it has obtained written permission from the appropriate entity including but not limited to its current or past vendors or buyers or other principals to provide for publication any information including but not limited to details, names, addresses, sales prices, photography, testimonials and or sales results which it has provided to be published and recorded by 1 Minute Media

4. Term
Unless otherwise agreed in writing the initial term of the agreement is 3 months. This means that the client has 3 months to complete 100% payment to MG for the work provided. The 3 months commences upon the date that approval has been given to MG for the video or other work. If payment is not completed to MG within the term of this agreement, MG is not required to store material for the project beyond 3 months. Further MG will require that the work, particularly the video(s) be returned and any authority for the client to publish its material will be revoked.

5. Termination
This agreement may be terminated by:
(a) the company forthwith pursuant to the occurrence of an Event of Default and by the provision of 30 days written notice in any other case;
the client by the provision of 30 days written notice provided however that no refunds will be made by the company and any moneys owing to the term will remain payable by the client.

6. Effect of termination
Termination does not release the client from its obligations including but not limited to payment of outstanding fees.

7. Fees and billing
As set out in Schedule 3 hereto.

8. Limitation of Liability and Indemnity
To the extent allowable under the Trade Practices Act 1975 (Cth) or any other applicable law, we:
(a) exclude all implied conditions and warranties together with consequential, direct or indirect loss or damage (included but not limited to loss of opportunity, loss of revenue and loss of profits);
(b) limit our liability for breach of any condition or warranty that to the extent that we cannot mitigate any loss by resupply of the service or payment by us to have the service resupplied;
(c) limit our liability in respect of any other claim in connection with the Agreement whether the claim is based in contract, tort (including negligence) or statute to the amount paid to us by you under this Agreement;
(d) exclude our liability under this agreement where loss or damage is suffered as a result of any breach of your obligations under this Agreement or any delay in performance or breach of this Agreement which arises as a result of any matter beyond our control including but not limited to viruses or other defects or failure of the server hosting our web site.
You indemnify us and our officers, employees and agents (“those indemnified”) against any direct or consequential liabilities, losses, damages, expenses and costs (including legal expenses on a solicitor and own client basis) incurred or suffered by any of those indemnified as a result of any claim or proceedings brought by a third party against those indemnified in connection with any material generated by you in connection with the Service.

9. Changes to terms and Conditions
MG reserves the right to make changes to the terms and conditions of this agreement.

10. Assignment
The Agreement may not be assigned without the express written authority of MG which authority shall not be unreasonably withheld.
The Client may not enter into any sub-contracting agreement or delegate any of its obligations hereunder without the prior written consent of MG.

11. Confidential Information and Intellectual Property
(a) The client shall treat as confidential this Agreement and all documents and information received from MG (except those intended for dissemination to the public);
(b) The client shall use its best endeavours to ensure that its agents and/or employees treat as confidential this Agreement and all documents and information received from MG (except those intended for dissemination to the public).

12. Guarantee
The client guarantees the performance by the client of each and all obligations under this agreement and is subject to the obligations and restraints set out herein and shall indemnify and keep indemnified MG against any loss, claim, demand or action arising out of the client’s or its agents’ and/or employees’ breach of any clause of this agreement. This clause shall not merge on termination of this agreement.

13. General

Governing Law
This Agreement is governed by and is to be construed In accordance with the laws of New South Wales and shall be subject to the jurisdiction of the courts of New South Wales.

Entire Agreement
This Agreement embodies the entire understanding and agreement between the Parties as to the subject matter of this Agreement.

Severability
If a court rules that any part of this Agreement is invalid or unenforceable, that part shall be modified where possible and if not possible shall be severed whereupon the rest of the Agreement shall continue to operate.

Costs
Each party shall pay its own costs in relation to the preparation and settlement of this Agreement.

Schedule 1 – Events of Default

1. Breach of any warranty contained in this agreement;
2. Failure to pay fees when due;
3. Provision of false, misleading, incorrect or unlawful information/material;
4. Failure to provide within 24 hours information reasonably required by MG to substantiate any warranty contained in this agreement;
5. Bankruptcy or insolvency of the client;
6. Conduct by the client which in the opinion of MG is prejudicial to MG’s interests;
7. Assignment by the client of the burden or benefit of this Agreement without the prior written consent of MG;
8. Death of the client or cessation of the client’s business activities
Schedule 2 – Schedule of Fees – all ex GST

Video Inclusions:
1. All videos include colour correction and professional editing on Final Cut Pro X
2. Editing will include use of Titles, captions, insertion of logos using any of the text animation presets available within the Final Cut Pro X editing suite
3. Our camera operator(s) will attend the video shoot on location within the Sydney Metropolitan area
4. First draft Testimonials will be completed with 5 days of the video shoot
5. First draft Company Profile or About Us will be completed within 5 – 10 working days of the video shoot
6. First draft “News” videos will be completed with 5 working days of the video shoot
7.i. Video Proofing: The client will be given one opportunity to request amendments to the video upon the receipt of the first draft. The client must provide written instructions of the amendments required. MG will edit the video as per instructions where the instructions are performable with the equipment as per this agreement.
7. ii. In the situation of a video being billed per 30seconds, the fee is applied to the original video length. For example, if a client provides 5 minutes of dialogue, and decides to cut this down to 2 minutes throughout the editing process, the fee is calculated on the original 5 minutes, not the final 2 minutes of video. This does not apply to the various original takes, but to the actual length of the original narration when edited together.
8. Cancellation requires 24 hours notice or a $200 cancellation fee will be charged.
9. Videos will be provided in Mpeg 4 MOV file via yousendit.com and will be uploaded to YouTube within 24 hours of receipt of full payment for the video.

Script Inclusions:
1. Script writing is charged at $90/hour + gst
2. This includes one meeting with the client for a miniimum of 2 hours to acquire information on the clients requirements.
3. The fee includes one set of proofing
4. Further edits to the script will be charged at $90/hour +gst

Animation Inclusions:
1. Video animation is charged at $70/hour + gst
2. The fee includes one set of proofing
3. Further edits to the animation will be charged at $70/hour +gst

Additional Fees, unless otherwise agreed in writing
1. Out of Sydney Metropolitan Travel – $35 per half hour
2. Additional editing for videos which are longer than length specified in each video category – $70 per hour of editing required
3. Clients may use their own contractors; if the client requires MG to liaise on their behalf with their own contractors there will be a service fee of $17.50 per half hour
4. Voice-over artists (where not already included in the package) – from $100 per 90second voice-over.
5. Custom designed music – $100 per 2 minute track
6. Additional edits after first edits supplied – $70 per hour
7. Use of additional stock footage/music/photography/sound effects to MG’s Library – as per selected suppliers prices. There will be an additional fee of $17.50 per half hour if the client requires MG to source the additional stock for them
8. Supply of video as DVD – no longer offered in-house; MG will supply the format required by the client and will assist the client to outsource DVD production
9. Supply of video as Blu Ray disk – no longer offered in-house; MG will supply the format required by the client and will assist the client to outsource Blu Ray disk production
10. Movie File Storage Fees: $10 per month per 100MB or less. We back up all of our data storage systems but cannot be held accountable for loss due to theft or technological systems failures.
11. Movie File Hosting Fees: $20 per month per 100MB or less. Note we recommend use of free hosting sites such as YouTube and Vimeo but some clients prefer that there are no advertisements and therefore wish to access our server for hosting.
 

Get In Touch

Get started on your video marketing program today.

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1300 905 205

kathy@1minutevideoproduction.com.au

Kathy Moran

0402 449 393
kathy@1minutevideoproduction.com.au

Vanessa Grace

0404 002 982
vanessa@1minutevideoproduction.com.au

Scott Xavier Higgins

1300 905 205
info@1minutevideoproduction.com.au

Lachlan Thompson


1 Minute Media Animator

Dede Keyrouz


Jackson Phelps


Julie Moran

1300 905 205
info@1minutevideoproduction.com.au

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