Terms and Conditions
Application of terms and conditions
1.) Except as agreed otherwise, these terms and conditions apply to all work or projects (each a “Project”) undertaken by Daniel Altuz (“Dan Altuz”) for the Client and/or Authorized Representative / Project Manager in charge, whether in connection with a quotation provided by Dan Altuz, or otherwise.
2.) For the avoidance of doubt, the terms of this contract apply to arrangements for Dan Altuz to be embedded within the client’s team, office or operations as well as to discrete Projects.
3.) Any quotation issued to the client incorporates the terms of this contract. Acceptance of Dan Altuz’s quotation confirms the client’s acceptance of the terms of this contract.
4.) The agreement between Dan Altuz and the client in relation to each Project commences on the date of acceptance by the client and terminates on completion of the relevant Project, unless otherwise terminated in accordance with the terms of this contract.
Payment, fees and expenses
5.) For flat-rate projects, 50% of the fees relating to the Project become due and payable upon acceptance of Dan Altuz’s quotation unless otherwise agreed upon in writing. This 50% will be non-refundable in the case of termination in accordance with clause 25 below. The client acknowledges that Dan Altuz will not proceed with any work (irrespective of any timings set out in the relevant Project Documentation) until such fees have been received. The remaining 50% of the fees, or any other percentage of the fees agreed upon in writing (including any applicable expenses to date) relating to the Project become due and payable on delivery of the final Work in accordance with clause 14 below.
6.) Any additional costs incurred by Dan Altuz after commencement of the Project as a result of changes to the scope of the Project, delays caused by the client, cancellation of the Project or additional work required over and above that set out in the Project Documentation shall be paid by the client at the rate of Dan Altuz’s current Rate Card (available on request). In the event of termination, all fees will be due in accordance with clause 25 below.
The scope of the project
7.) The scope of the Project, including a Project brief, quotation, plan and schedule as appropriate (together the “Project Documentation”), must be agreed before Dan Altuz will commence any work in relation to the Project. Once Dan Altuz has commenced work on the Project, reasonable amendments to the Project Documentation requested by the client may be permitted at Dan Altuz’s sole discretion.
8.) Dan Altuz will use reasonable endeavors to meet the timescales set out in the Project Documentation but the client acknowledges that any such dates are estimates only.
9.) Dan Altuz reserves the right to refuse to produce or use in relation to any Project any information, content or other material that Dan Altuz considers obscene or morally unsuitable or which may breach copyright or other intellectual property rights, or which is libelous, defamatory or otherwise illegal.
The client's obligations
10.) The client will make themselves and any relevant employees or contractors reasonably available to communicate with Dan Altuz and will provide to Dan Altuz any material or other information required to complete the Project in accordance with the Project Documentation.
11.) The Client grants Dan Altuz the right to enter any space that is necessary for the execution of duties required by the Project
12.) The client shall at all times provide appropriate health and safety and security arrangements in relation to a Project, in particular in relation to any filming outside of the United States. Such arrangements shall be notified to Dan Altuz in writing in advance of travel.
13.) Dan Altuz will deliver to the client a draft of the work specified in the Project Documentation (the “Work”). Any issues in relation to the draft Work must be raised in writing with Dan Altuz within 10 business days of receipt by the client.
14.) The Work will be deemed final once the client either (i) approves the draft Work in writing as complete and satisfactory; or (ii) has raised no issues in relation to the draft Work within 10 business days of delivery to the client. The final Work will be released by Dan Altuz to the client once the client has paid the applicable fees in full. Dan Altuz will not be responsible for any errors or other changes in content in relation to any Work after the final Work has been released to the client.
Intellectual Property Rights
15.) All intellectual property rights in materials provided by the client in relation to the Project are owned by the client or its licensors. On completion of the Project and release of the final Work to the client in accordance with clause 14, the client shall own all intellectual property rights in the final Work in the form released to the client and solely for use on the platform(s) or in the format(s) agreed in the Project Documentation (the “Platform”, which term may include without limitation terrestrial, satellite and cable broadcast, cinema distribution, internet distribution, physical media i.e. memory card, DVD, CD, VHS, etc). Unless Dan Altuz expressly agrees otherwise, the final Work may not be used on Platforms other than those set out in the Project Documentation and Dan Altuz accepts no liability for any such use.
16.) Except as set out in clauses 15, 17 and 19, all intellectual property rights existing or arising in relation to the Project are owned by Dan Altuz including without limitation such rights subsisting in the proposals, creatives, messages, ideas, designs, Footage (as defined below), the Project File (being all materials relating to the Project except the final Work and the Footage as defined below), concepts, drawings, storyboards, layouts, pictures, photographs, videos, music, illustrations and words. Dan Altuz does not grant any right or license, either expressly or by implication, to or for the client or any third party to use any intellectual property rights belonging to Dan Altuz or Dan Altuz’s licensors. Dan Altuz does not waive any moral rights in any intellectual property. The use of any aspect of intellectual property, outside the finished Work, must be negotiated separately, and in writing, on a case by case basis.
17.) Dan Altuz is under no obligation to retain the Footage containing the raw footage relating to the Project (the “Footage”) once the final Work is delivered. Once the final Work is delivered, Dan Altuz may delete or dispose of the Footage at Dan Altuz’s discretion. In advance of any deletion or disposal, Dan Altuz may offer delivery of the Footage to the client, subject to payment by the client of any associated delivery and other materials costs. Any subsequent use of the Footage by the client is strictly on a no-liability basis for Dan Altuz.
18.) Dan Altuz cannot and does not guarantee the integrity of the files after delivering the final Work, and has no liability in the event that data is permanently lost for any reason after its release to the client. Once the final Work is delivered, Dan Altuz may delete or keep the final Work at Dan Altuz’s discretion but has no responsibility to retain or provide any copies of the final Work in any form after this point.
19.) The client agrees that Dan Altuz may use the client's name and logo solely to the extent necessary for the purpose of the Project and for Dan Altuz’s promotional use (subject to any directions from the client regarding Dan Altuz’s use of such name and logo) and shall have the non-exclusive right to use the final Work for Dan Altuz’s own promotional use in presentations and on Dan Altuz’s website.
20.) Dan Altuz will not be liable to the client for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with the following: (i) loss of profits, sales, business or revenue; (ii) loss of agreements or contracts; (iii) business interruption; (iv) loss of anticipated savings; (v) loss of business opportunity, goodwill or reputation; (vi) loss of use or corruption of software, data or information; or (vi) any indirect or consequential loss or damage.
21.) Dan Altuz shall not be liable to the extent that it is unable to carry out any of Dan Altuz’s obligations under this contract for any reason beyond Dan Altuz’s control including (without limiting the foregoing) act of God, legislation, war, 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 its obligations. If such events continue for a period of more than 28 days, the client may, by written notice to Dan Altuz, elect to terminate the contract subject to the provisions of clause 25.
22.) The Client agrees to indemnify and hold Dan Altuz harmless against any and all losses, damages, including attorneys’ fees, arising from the client’s participation in the Work/Project and/or from a breach of these terms and conditions.
23.) Dan Altuz may terminate this agreement in relation to any Project in the event that the client is in material breach of any of its obligations under the terms of this contract and, where such breach is remediable, it has not been remedied within 30 days of receiving written notice of such breach; or if the client is insolvent or is placed into any kind of administration, liquidation or other insolvency procedure.
24.) The client may terminate this agreement in relation to any Project at any time by providing at least 14 days written notice of termination to Dan Altuz.
25.) In the event of termination of this agreement the client will remain liable to pay in full for all work undertaken and in progress by Dan Altuz (including any expenses and third party costs incurred or in respect of which Dan Altuz is obliged to pay) up to the date of termination. For flat-rate projects, any work that exceeds the 50% paid up front by the client will be paid by the client at the rate of Dan Altuz’s current Rate Card (available on request).
26.) The client acknowledges that Dan Altuz may in his sole discretion use contractors for the performance of Dan Altuz’s obligations under this contract.
27.) Dan Altuz is under no circumstance considered to be an employee of The Client, and will be treated as an independent contractor. Dan Altuz has no additional obligation to the client other than The Project.
28.) No delay by Dan Altuz in enforcing any rights under this agreement shall be deemed a waiver of those rights. Any waiver of Dan Altuz’s rights is to be given in writing. No waiver by Dan Altuz of any breach of this agreement shall be considered as a waiver of any subsequent breach of the same provision or any other provision.
29.) As informed by guidance provided by the New York State Department of Taxation and Finance, no Sales Tax will be charged on invoices because due to digital exemption as no physical product will be provided by Dan Altuz.
30.) The Client cannot assign the quotation and these terms and conditions shall be binding on the Client’s successors. The terms and conditions herein are to be construed in accordance with the laws of the state of New York. If a court of competent jurisdiction shall find any provision of these terms and conditions to be invalid, said provision shall be severed and the the remainder of the provisions herein shall continue to be in full force and effect.