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Terms & Conditions

1. This Agreement

This Agreement sets out the agreement between A (Pty) Ltd (hereinafter referred to as "The Producer") and the the company which engaged in work with The Producer (hereinafter referred to as "The Company").

1.    Definitions

1.1.    “this Agreement” means this document and all addenda, annexures or schedules hereto, executed from time to time by the parties as well as all amendments to this Agreement and addenda, annexures and schedules executed by the parties, whether they be one document or deemed to constitute one document through signature in counterpart.


1.2.    “Client” means the party instructing the Company for the Project.

1.3.    “Supplier” means the party named on the SOW.

1.4.    “SOW” means the Service of Work Agreement, titled as such.

 

1.5 Schedule means a timeline which governs all aspects

1.5.    “Party” means the Supplier or the Company as the context may denote.

1.6.    “Parties” means both the Supplier and the Company.

1.7.    “Payment Date” means the date of payment of the Purchase Price by the Purchaser to the Seller.

1.8.    “Project” means the undertaking set out in the SOW and titled Project Name.
 

 

2. THE PROJECT

The Company hereby engages The Producer to produce the Project in accordance with the terms and conditions as set out herein.

3.     PAYMENT TERMS

 

3.1 In the instance in which a SOW or a schedule exists, then The Company undertakes to make payment on the dates as set out in the SOW or schedule.

3.2 In the instance in which no SOW or schedule exists, or where the SOW or schedule does not have a clearly defined date on which payment is to be made, then the Company undertakes to pay:

3.2.1.1 50% of the Consideration on presentation of the deposit invoice;

3.2.1.2 50% of the Consideration, including any reductions or additions incurred during the existence of the Project, on presentation of the invoice.

Any indulgences, changes to payment dates, flexibility, etc, does not constitute a change to these terms. Get this from rental agreements.

4. Quotes

The quote sets out precisely what you get. Nothing more, nothing less.

5. COPYRIGHT

6. LATE PAYMENT

Deposits.

  1. Producer Use

 

Producer shall have the right to retain one (1) Apple ProRes 422 (HQ) QuickTime master file, solely at Producer’s cost. Producer shall not have the right to, and shall not, sell, lease, rent, display, exploit or otherwise make use of the Video; provided that, solely after such time (if ever) as the Video is actually released to the general public, but subject to the last sentence of this paragraph, Producer shall have the right to include a copy of the Video (solely as actually released to the general public and as approved by WMSA) as part of Producer’s "portfolio" (i.e. a non-monetized, non-commercial platform that solely promotes Producer’s work for purposes of soliciting new business).  Notwithstanding the foregoing, and for clarity and the avoidance of doubt:

 

  1. neither Producer nor any other party (e.g., the director, crew members, etc.) shall have the right to submit or screen the Video or any other Deliverables in connection with any festivals, awards, etc. without WMSA’s prior written approval in each instance; and

 

  1. if WMSA deems it necessary or prudent to do so in its sole discretion (e.g., for legal reasons, Artist relation reasons, etc.), Producer shall cease all portfolio uses (including, without limitation, removing or pulling down all then-existing portfolio uses) upon written direction from WMSA (email sufficing).

2.    Interpretation

2.1.    Any reference to any statute, regulation or other legislation shall be a reference to that statute, regulation or other legislation as at the signature date, and as amended or re-enacted from time to time.

2.2.    If any provision in a definition clause  is a substantive provision conferring rights or imposing obligations on any Party, then notwithstanding that it is only in a definition clause, effect shall be given to it as a substantive provision in this Agreement.

2.3.    Any reference to days, months or years shall be a reference to calendar days, months or years, as the case may be.

2.4.    When any number of days is prescribed in this Agreement, it shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a Saturday, Sunday or public holiday, in which case the last day shall be the next day which is not a Saturday, Sunday or South African public holiday.

2.5.    Should any day for payment of any amount due in terms of this Agreement fall on a Saturday, Sunday or public holiday then the relevant day for payment shall be the following day which is not a Saturday, Sunday or public holiday.

2.6.    Expressions other than those defined within this Agreement shall be given their plain English meaning, and those expressions, terms, acronyms and phrases known in the Information Technology Industry will be interpreted in accordance with their generally known meanings.

2.7.    Any expression which refers to a South African legal concept or process shall be deemed to include a reference to the equivalent or analogous concept or process in any other jurisdiction in which this Agreement may apply or to the laws of which a Party may be or become subject.

2.8.    Expressions defined in this Agreement shall bear the same meanings in all addenda, annexures or schedules to this Agreement which do not themselves contain their own definitions.

2.9.    For the purposes of this Agreement, “writing” means legible writing and in English and includes any electronic communication as contemplated in the Electronic Communications and Transactions Act, No 25 of 2002.

2.10.    The use of the word "including" followed by a specific example/s shall not be construed as limiting the meaning of the general wording preceding it and the eiusdem generis rule shall not be applied in the interpretation of such general wording or such specific example/s.

2.11.    No provision in this Agreement will be construed against or interpreted to the disadvantage of any Party by reason of such Party having or being deemed to have structured, drafted or introduced such provision and accordingly the contra proferentem rule shall not be applied in the interpretation of this Agreement.

2.12.    If any provision in a definition clause is a substantive provision conferring rights or imposing obligations on any Party, then notwithstanding that it is only in a definition clause, effect shall be given to it as a substantive provision in this Agreement.

2.13.    In this Agreement, unless the context clearly otherwise indicates:

2.13.1.    words denoting the singular shall include the plural and vice versa;

2.13.2.    words denoting any one gender shall include each of the other two genders.

2.14.    Should any expression be defined:

2.14.1.    within the context of any particular clause in this Agreement, such expression, unless otherwise clear from context therein, shall bear the same meaning as ascribed to it throughout this Agreement, notwithstanding that such expression has not been defined in a specific definitions clause;

2.14.2.    in the body of this Agreement then effect shall be given to it as if were defined in a specific definitions clause.


 

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