Terms of Service

Last updated: January 30, 2023

Please read these terms and conditions carefully before using Our Service.

Interpretation and Definitions

InterpretationThe words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.


Definitions

For the purposes of these Terms and Conditions:

Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.

Country refers to: Switzerland

Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Edward Riel inh. Gabriel Balmer, Lärchenstrasse 68, 4142 Münchenstein.

Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.

Service refers to the Website.

Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service. This Terms and Conditions agreement has been created with the help of the TermsFeed Terms and Conditions Generator.

Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.

Website refers to Terc, accessible from https://www.terc.ch/

You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.



1.  FURNISHING MATERIALS, SERVICES, & RELEASES

A.  Client: Client shall supply scripts, storyboards, product props, production notes, music, celebrity talent, creative guidance/supervision, and related clearances, unless   otherwise   noted   in   the   Addendum   A   Production Specifications Form. Producer is not responsible for Editorial/Postproduction subcontract. Client will supply track or musical composition(s) and rights clearances unless otherwise specified.

B.  Producer:  Producer shall deliver the completed project media(s) pursuant to this Agreement and the requirements of Addendum A. Producer shall deliver to Client consents, waivers or releases from all talent and all persons or entities who have rendered services to Producer in connection with the Specified Media(s) to the extent permissible by applicable union or guild agreements. Producer shall supply everything else required for the delivery of the Specified Media(s) unless exceptions are so noted in Addendum A.

2.  CHANGES IN SPECIFICATIONS

If at any time, Client desires to make any changes or variations from the completed project,  script(s)  or  storyboard(s)  in  the  Specified  Media(s)  or from any material or work in progress, and such changes result in additional costs to Producer, including person hours, reimbursement for such additional costs shall be payable in accordance with the terms of this Agreement for final payment.

3.  OWNERSHIP

Except as otherwise provided herein, Producer owns all rights, title and interest in and to all media(s) subject of this Agreement, including all copyrights therein as well as in and to all the exposed negatives, positives, out--‐takes and clips.      Producer grants Client a one--‐year worldwide, non-transferable license to the Specified Media(s).

4.  SECURITY/CONFIDENTIALITY

Producer understands that some information for said media(s) may be of a confidential and/or sensitive nature. Producer agrees, at Client’s written request, to require, within reason, those engaged for the production to sign appropriate agreements not to discuss or disclose information about the product   or the Specified Media(s) except as such disclosure may be necessary for Producer to produce media(s) in the usual and customary manner under this Agreement.

5. INDEPENDENT CONTRACTOR

It is understood that Producer’s status under this Agreement is that of an independent contractor and that all persons engaged by Producer in performing its obligations shall not be deemed employees of Client.

6. PRODUCER WARRANTIES Producer represents and warrants:

A.  That Producer has full right to enter into this Agreement and to perform its obligations hereunder and will comply with all applicable Federal, State and Local Laws, ordinances and regulations and with all applicable union agreements to which Producer is a signatory.

B.  That Producer will use reasonable efforts to obtain all licenses, consents and rights necessary and incident to the performance, reproduction and exhibition of the Specified Media(s) with respect to materials, elements and services provided by Producer.

7. CLIENT WARRANTIES

Contracting Client represents and warrants:

A.   Client shall pay Producer within 30 days of deliverables noted in

Paragraph 1 of this Agreement. All talent union contracting forms (e.g.

“Exhibit A’s”) and the filing thereof with various union offices, in connection

with such talent, is the direct responsibility of the Client.

8. DELIVERY OF MATERIALS

Delivery of the Specified Media(s) shall mean delivery of the referenced media(s) in paragraph 1 by Producer to Client.

9.  PAYMENT

Client   understands   that   the   specified   terms   of   payment   under   this Agreement are based upon timely cash payments within 30 days. If Client chooses to defer paying any amount beyond the date on which it is due, Client   may   be charged   at   the   Producer’s   discretion, as   additional consideration, an amount equal to the current prime rate +10% (as charged by Producer’s bank from time to time) on unpaid amounts until paid, compounded monthly.

10.  INDEMNIFICATION

Client agrees to indemnify, defend, and hold harmless Producer and its officers, employees, agents and licensees from and against any and all claims, actions, damages, liabilities and expenses, arising out of the breach of any obligation, warranty or representation in this Agreement.         Client shall

indemnify Producer against all claims and expenses arising from uses for which the client does not have rights to or authority to use. The client will be responsible for payment of any special licensing or royalty fees resulting from the unauthorized use of graphics, music, video, film, photography, design, animation, and branded content.

11. TAX LIABILITY

Any sales tax, use tax, or other tax payable on production and delivery of Specified Media(s) to Client(s) (other than sales tax arising from Producer’s purchases of materials or supplies in connection with the production) shall be the responsibility of Client who shall pay, defend and hold harmless Producer from payment of any such taxes.

12.  ASSIGNMENT

This Agreement is in full order when read and understood by both partys

13. INSURANCE COVERAGE

(3) Client shall obtain, pay for and maintain Professional Liability (Errors and Omissions   Liability) insurance   covering   all   intellectual   property   right infringement(s) that arise from any and all uses of the media. Producer will be notified in writing prior to signing this Agreement. Client will obtain and maintain insurance coverage with respect to Agency/Client job(s) at no cost to Producer and name Producer and Director as a “named insured” on said policies prior to the commencement of preproduction. All Agency/Client supplied insurance will be deemed to be the primary coverage and issued on a non--‐contributory basis. Agency/Client Umbrella Liability limit will be

$10,000,000. Client will be responsible for any additional insurance premiums resulting from the need to purchase special coverage not provided by the coverage and pay any and all deductibles associated with Client insurance program. Client will indemnify, defend and hold harmless

Producer and Director for any and all claims, demands, actions including defence costs and attorney’s fees for claims arising from the media(s) and the failure of the Agency/Client insurance program to be as broad as the Producer’s coverage.

14.  ALTERATIONS

Any alterations of original art (colour shift, mirroring, flopping and paste) creating additional art is prohibited without the express permission of Producer. Producer will be given first opportunity to make any alterations required. Unauthorized alterations shall constitute in additional use and will be billed accordingly.

15.  CONTINGENCY AND WEATHER DAYS

A.  A contingency day is any day where a scheduled media/film shooting has been prevented from occurring due to circumstances beyond the control of the production company.

B.  These circumstances may include but should not be limited to:

(1) Weather conditions (rain, fog, sleet, hail, or any adverse condition that is not consistent with the prescribed shooting conditions desired by the Client).

(2)  Injury, illness, or absence of client--‐supplied elements (e.g., key talent, colour correct products).

(3) “Force majeure” (meaning but not limited to, earthquake, riot, fire, flood, volcanic eruption, acts of war, strikes, labour unrests, civil authority, terrorism, and acts of God).

(4) “Client Insured Re--‐Shoots” (any additional days for a job insured by the Client, who is therefore authorizing the expenditure). The Client should be provided with a contingency day cost which should be approved prior to proceeding with that shoot day.

C.    The Production Company recognizes its obligation to minimize contingency day liabilities and will apply accepted industry cancellation practices.

D.  The Production Company will quote the maximum exposure figure (a “not to exceed” figure) as a contingency day cost. This will be a cost per day figure. However, this figure does not include the cost of premiums for crew or suppliers (i.e., should the contingency day fall on weekends, holidays or premium days based on consecutive employment).

16.  CANCELLATION AND POSTPONEMENT

A cancellation or postponement is defined as a rescheduling of the production to a later specific date caused or directed by Client or a total cancellation of the project. If the Production Company blocks out a specific period of time with the agreement that it represents a firm commitment from the Client, then the Production Company makes no further efforts to sell the time. If the job is cancelled or postponed within the Guideline time frame, it is unlikely that this time can be re--‐booked. It should be understood that this time represents the Production Company’s only source of income. Cancellation and Postponement: Film or Digital Video Production:

A.  If notice of cancellation/postponement is given to the Producer ONE TO TEN WORKING DAYS prior to the commencement of the shoot, the Client will be liable to the Production Company for:

(1)  All out‐of‐pocket costs; (2) Full director’s fee as bid; and (3) Full production fee on the job as bid.

B.   If notice of cancellation/postponement is given ELEVEN TO FIFTEEN WORKING DAYS prior to the commencement of the shoot, the Client will be liable to the Production Company for:

(1) All out--‐of--‐pocket costs; (2) Not less than 50% of director’s fee as bid; and

(3) Not less than 50% of production fee on the job as bid.

C.  If notice of cancellation/postponement is given MORE THAN FIFTEEN

WORKING DAYS prior to the commencement of the shoot, the Client will be liable to the Production Company for:

(1) All out--‐of--‐pocket costs; (2) Not less than 25% of the director’s fee as bid; and (3) Not less than 25% of the production fee on the job as bid. Cancellation and Postponement: CGI or Animation Production:

A.   If notice of cancellation/postponement is given MORE THAN HALFWAY THROUGH the production schedule of the job, that is between the award or start date and the final delivery date, the Client will be liable to the Production Company for the full cost of the job as a bid.

B.  If notice of cancellation/postponement is given IN THE SECOND QUARTER of the production schedule of the job, that is between the award or start date and the final delivery date, the Client will be liable to the Production Company for:

(1) All out of pocket costs, including the expense of all staff and free--‐lance labour attached to the project. This expense will include full payment through the original completion date if that labour is not re--‐booked by the company, or, in the case of the free--‐lance labour, not able to re--‐book itself on another project.

(2) Full creative fees as bid.

(3) Full production fee on the job as bid.

C.  If notice of cancellation/postponement is given IN THE FIRST QUARTER of the production schedule of the job, which is between the award or start date and the final delivery date, the Client will be liable to the Production Company for:

(1) All out of pocket costs, including the expense of all staff and free--‐lance labour attached to the project. This expense will include full payment through the original completion date if that labour is not re--‐booked by the company, or, in the case of the free--‐lance labour, not able to re--‐book itself on another project.

(2) Not less than 50% of creative fees as bid.

(3) Not less than 50% of the production fee on the job as bid.

17. PUBLICITY GUIDELINES

Until notified in writing by Client, Production Company and Director each have a revocable license to use finished media(s) for promotional purposes.

18. DISPUTE RESOLUTION

The prevailing party in any legal action shall be entitled to attorney’s fees and costs in connection with the legal proceedings.

19.  ENTIRE AGREEMENT AND MODIFICATION

This Agreement and any Addenda attached hereto shall constitute the entire agreement between Producer and Client. Any amendment hereto must be in writing and signed by each party.

20.  CAPTIONS

The captions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of this Agreement or of any provision hereof.

21. NO WAIVER

Failure of any party to this Agreement to exercise any rights shall not constitute a waiver of those rights.

22.  ENFORCEABILITY

If   one   or   more   of   the   provisions   of   this   Agreement   shall   be   held unenforceable, it shall not affect the enforceability of the other provisions.

23. EQUAL OPPORTUNITY

In connection with its performance hereunder, Producer agrees not to discriminate against any employee or applicant because of race, religion, sexual orientation, colour, sex, national origin, age, disability, or any other factor protected by federal, state or local law.

24.  APPLICABLE LAW

This Agreement shall be interpreted and governed by the local laws of the jurisdiction   where   the   Production   Company   office   authorizing   this Agreement   is   located   as   set   forth   on   Page   1   of   this   Agreement.