These general terms and conditions (“General Terms”) shall apply to the Services provided to the Customer by Plan2Shoot in addition to the Specific Terms and Project Brief (“Agreement”). By using the Plan2Shoot, the Customer agrees to the General Terms, Specific Terms and Project Brief. In the event of any conflict or inconsistency between the General Terms, the Specific Terms and Project Brief, the Specific Terms shall prevail. If there are no Specific Terms, the General Terms shall prevail.
In consideration of the price payable by the Customer under this Agreement, Plan2Shoot shall provide the Services to the Customer in accordance with the terms and conditions of this Agreement. The Customer shall pay Plan2Shoot the Price for the Services as per their mutual understanding.
The Customer shall pay the sum(s) payable under this Agreement as agreed in writing. All sums payable under this Agreement are exclusive of goods and services tax, value-added tax or its equivalent and withholding taxes which shall be borne by the Customer.
Default in Payment
- The Customer shall not be permitted to download the final deliverable(s) under the Video Project until any and all outstanding sums and fees are paid to Plan2Shoot.
- Notwithstanding any other provision in this Agreement, in the event that the Customer defaults in payment of the sums and fees payable under this Agreement, Plan2Shoot might commence legal proceedings against the Customer.
- The Customer shall be liable for any fees and/or costs (including legal fees) incurred by Plan2Shoot to collect payment of any outstanding sums and fees due and payable under this Agreement.
Refunds The Customer is not entitled to any cash refunds under this Agreement or as agreed upon.
Cancellation The Customer is not entitled to any cash refunds upon cancellation of this Agreement or as agreed upon.
Plan2Shoot shall perform the Services with reasonable care and skill in accordance with:
- generally recognized commercial practices and standards in the applicable industry; and
- all laws, rules and regulations applicable to the performance of the Services.
The Customer may request changes to the Project Brief. Depending on the change(s) and the stage of the Video Project, some charges or fees may apply.
Add-ons and Upgrades
Where a Customer requests any of the add-ons or upgrades below, the Customer will be charged at the applicable normal rates:
Adding a Creator to an existing Video Project;
Adding an additional resource;
Upgrading Service Level Quality; or
Upgrading Video Project or Job size or scope.
Changes to Project Brief
Changes to Project Brief after the Project Brief is agreed between the Parties and a Timeline has been locked in: Complete or material changes to Project Brief: Plan2Shoot will provide the Customer with a re-quote based on new Project Brief or as agreed in writing
Minor changes to Project Brief: Charges will be charged according to the changes made and rescheduling fees may apply or as agreed in writing
Changes to the Project Brief after work has been completed: Customer will be required to purchase additional resources in accordance to the changes made.
Changes to Video
Changes to the video: Customer will be required to purchase additional resources in accordance with changes made or otherwise agreed upon
Additional video edits from existing footage: Customer will be required to purchase additional resources or otherwise agreed upon
Changes to Shoot
Changing the scheduled time of the shoot within one (1) week of the scheduled time: Rescheduling fees may apply or otherwise agreed upon
Changes to location
Changing the location within one (1) week of the scheduled date: Customer will be charged for the full cost of the rescheduled location
Any other changes
If Customer has a serious issue with the Creator(s) assigned to the Video Project, Plan2Shoot will substitute the Creator(s) at no cost on a case by case basis.
Customer wishes to downgrade the Service Quality Level:
If the downgrade is requested and Plan2shoot has incurred expenses prior to the request, Customer will be charged at the higher Service Quality Level or as agreed in writing.
If the Customer wishes to decrease a Job size:
If the decrease in Job size is requested and Plan2shoot has incurred expenses prior to the request, Customer will be charged the full cost of the original Job size.
The Customer may request changes to the agreed Timeline. Depending on the change(s) and the stage of the Video Project, some charges or fees may apply.
Changes to agreed Timeline
- Scheduled Jobs may be rescheduled at any time provided that the rescheduling does not affect the ability to complete the Video Project by the agreed Due Date and changes are made at least one (1) week prior to the scheduled date of the Job.
In case where Plan2shoot has incurred expenses prior to the request charges as applicable may apply to the customer.
Changes to Due Date
Where the Customer has purchased a Video Project to be completed by the Due Date and a Timeline has been agreed, Customer will be charged keeping in mind the new timeline or as agreed in writing.
Cancellation of Services
- The Customer may request changes to the agreed Timeline. Depending on the change(s) and the stage of the Video Project, some charges or fees may apply.
Cancellation of a Video Project
- If the Customer cancels the Video Project after purchasing the Video Project, charges will apply depending upon the expense incurred by Plan2shoot
Cancellation of a Job
- Customer will be charged a penalty fee of 50% of the value of the Job, if the Job is cancelled and payment has been made by Plan2shoot for engaging the creator.
Customer’s Representations and Warranties : The Customer represents and warrants that it:
- shall pay Plan2Shoot promptly in accordance with the terms and conditions of this Agreement;
- shall provide full and timely instructions to Plan2Shoot and will render decisions and instructions as necessary in order for Plan2Shoot to perform the Services in accordance with the terms and conditions of this Agreement;
- shall provide, in a timely manner and at no charge, any equipment, material and any information as Plan2Shoot may reasonably require, and ensure that such information is accurate in all material respects, and such equipment is in good working order and suitable for the purposes for which it is to be used;
- shall ensure that all material and information provided to Plan2Shoot is accurate and complete in all material respects;
- shall obtain and maintain all necessary licenses and consents and comply with all relevant applicable laws in relation to the Services;
- shall not contact assigned Creator(s) in respect of the Services directly without prior written approval from Plan2Shoot and all contact with the assigned Creator(s) will be made via the Plan2Shoot;
- shall use the Services for lawful purposes only
- shall not breach Plan2Shoot intellectual property rights in Plan2Shoot software, including by copying, or seeking to make a derivative based on such software;
- shall provide to Plan2Shoot, its employees, agents, subcontractors and consultants, in a timely manner and at no charge, access to the premises and other facilities as reasonably required by Plan2Shoot to perform the Services;
- shall ensure that its password for access to the Plan2Shoot Platform is strong and will promptly report any unauthorized use or potential breach of security to Plan2Shoot; and
- it is entering into this Agreement and purchasing the Services for the purposes of business and that, to the extent permitted by law, any consumer protection laws, legislation, rules and regulations that may be relevant and/or applicable shall not apply to this Agreement.
- The Customer acknowledges and agrees that the content, views and opinions expressed in the Video Project produced by Plan2Shoot for the Customer are solely those of the Customer.
- The Video Project are intended to represent the opinion of the Customer and in no way reflect the views and opinions of Plan2Shoot, its employees, agents, subcontractors or consultants.
Limitation of Liability
- The maximum aggregate liability of Plan2Shoot arising out of or in connection with this Agreement, whether in contract, tort (including negligence or breach of statutory duty) or otherwise, shall be limited to the sums and fees paid by the Customer under this Agreement.
- Plan2Shoot shall not be liable to the Customer for any loss of profits, business or anticipated savings, data, Customer’s reputation and/or goodwill or any other indirect, consequential, special, punitive or incidental loss or damage arising out of or in connection with this Agreement.
- For the avoidance of doubt, nothing in this Agreement is intended to limit or exclude either Party’s liability under this Agreement for death or personal injury arising from its own negligence.
- This clause shall survive the expiry or termination of this Agreement.
Viruses and Malware
- Plan2Shoot does not guarantee that the Platform is secure or free from bugs, viruses or other malware. The Customer is responsible for configuring its information technology, computer programs and platform in order to access Plan2Shoot (if applicable). The Customer shall use its own virus and malware protection software.
- Plan2Shoot shall not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, malware or other technologically harmful material that may infect the Customer’s computer equipment, computer programs, data or other proprietary material due to the Customer’s use of the Plan2Shoot or Digital Assets.
- The Customer shall not misuse Plan2Shoot by knowingly introducing viruses, trojans, worms, logic bombs, malware or other material which is malicious or technologically harmful.
- The Customer shall not attempt to gain unauthorized access to Plan2Shoot platform, the server on which the Plan2Shoot is stored or any server, computer or database connected to the Plan2Shoot.
- The Customer shall not attack the Plan2Shoot platform via a denial-of-service attack or a distributed denial-of service attack.
- The Parties acknowledge that any oral or written information exchanged between the Parties arising out of or in connection with this Agreement is confidential information. A Party shall keep such confidential information confidential and shall not, without the prior written consent of the other Party (which consent shall not be unreasonably withheld), disclose confidential information except in the following circumstances: (a) such confidential information is in the public domain which is not due to a breach of the Party intending to disclose confidential information; (b) such confidential information has to be disclosed as required by applicable laws or rules; and (c) such confidential information may be disclosed to a Party’s employees, advisors, agents and contractors who have a need to know and are bound by equivalent confidentiality obligations.
- Notwithstanding any other provision in this Agreement, the Customer consents to Plan2Shoot disclosing or publishing the Customer’s Digital Assets on Plan2Shoot’ or third parties’ websites, sales, promotional and marketing materials or at public events and locations as necessary for the purposes of promoting, advertising and marketing Plan2Shoot products and services. The Customer may withdraw such consent at any time by notifying Plan2Shoot in writing.
Intellectual Property Rights
- Plan2Shoot is the owner or the licensee of all intellectual property rights in the Plan2Shoot platform. Those works are protected by trademark, copyright and other intellectual property laws worldwide.
- Plan2Shoot agrees to grant to the Customer a non-exclusive, irrevocable, royalty free licence to use, copy and modify any elements of the Digital Assets not created for the Customer as part of the Services but which are necessary for the Customer to use the Services.
- If any third party’s intellectual property rights are used by Plan2Shoot in the Digital Assets, Plan2Shoot warrants that it has secured all necessary consents and approvals to use such third party’s intellectual property rights for Plan2Shoot and the Customer.
- The Customer represents and warrants that any material it supplies to Plan2Shoot will not breach any third party’s intellectual property rights.
- Plan2Shoot shall indemnify the Customer against any claims or proceedings brought against the Customer to the extent that such claims or proceedings allege that the Customer’s use of the Digital Assets constitutes an infringement of a third party’s intellectual property rights.
- The Customer shall indemnify Plan2Shoot against any claims or proceedings brought against Plan2Shoot to the extent that such claims or proceedings allege that Plan2Shoot’s use of any material provided by the Customer to Plan2Shoot in accordance with this Agreement constitutes an infringement of a third party’s intellectual property rights. This indemnity shall not extend to indirect or consequential losses or to any loss of profit, opportunity or resource.
Relationship between the parties
The Parties acknowledge and agree that the Services performed by Plan2Shoot, its employees, agents or subcontractors shall only be that of independent contractors. Nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the Parties.
Modifications or Variations
Plan2Shoot shall have the right to make any changes to the Services or to withdraw or suspend any or all the Services which are necessary to comply with any applicable laws or safety requirements, in which event, Plan2Shoot shall endeavour to provide reasonable notice of such changes to the Customer.
- Any notice which may be given by a party under this Agreement shall be deemed to have been duly delivered if delivered by hand, post, Video Project Comments or email to the address of the other party as specified in this Agreement or any other address as may be notified in writing to the other Party.
Privacy and Data Protection
Plan2Shoot’ Data Protection Policy can be found on our website. The Customer consents and shall procure the consent of its employees, agents and sub-consultants to the collection, use and disclosure of personal data by Plan2Shoot for the purposes set out in the above mentioned policy.
This Agreement shall be governed by and construed in accordance with the laws of incorporation of the Plan2Shoot company that is the contracting party to this Agreement.
Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination,
shall be referred to and finally resolved. The seat of arbitration shall be India. The language of arbitration shall be English.
- The failure of either Party to enforce any of its rights under this Agreement at any time shall not be construed as a waiver of such rights.
- If any part, term or provision of this Agreement is held to be illegal or unenforceable, neither the validity or enforceability of the remainder of this Agreement shall be affected.
- Plan2Shoot may assign or transfer all or any part of its rights under this Agreement at its sole discretion. The Customer shall not assign or transfer all or any part of its rights under this Agreement without the prior written consent of Plan2Shoot (which consent shall not be unreasonably withheld).
- This Agreement (including the Specific Terms and the Project Brief) constitutes the entire understanding between the Parties relating to the subject matter hereof and supersedes all prior representations, agreements, negotiations or understandings, whether written or oral with respect hereto.
- Neither Party shall be liable for a failure or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, natural disasters, war, civil commotion or industrial disputes.
The following words and phrases have specific meanings wherever used in this Agreement:
Plan2Shoot Account: the Customer’s online account on the Plan2Shoot;
Plan2Shoot: Plan2Shoot cloud video production platform located at https://plan2shoot.com
Completion: the date following seven (7) days from the date that Plan2Shoot completed the Video Project and delivers the final
Digital Assets to the Customer and there has been no material complaints by the Customer;
Creator: an independent contractor such as a person or company approved by Plan2Shoot to perform all or part of the Services
within the platform;
Customer: the brand or customer that is the contracting party to this Agreement;
Digital Assets / Video Projects : All digital assets including but not limited to video or photographic content captured at Plan2Shoot film
shoots and other creatives created by our creators for a Customer under this Agreement;
Due Date: the projected date for completion of a Video Project;
Job(s): one or more tasks that needs to be completed for a Video Project;
Key Date(s): the key date(s) as agreed between the Parties to complete a Video Project by the Due Date;
Price: price or fees agreed between the Parties in the Project Brief;
Project Brief: The Project Brief contains the scope of work including details of a Video Project and Due Date as agreed
between the Parties prior to the commencement of work by Plan2Shoot;
Services: comprise the services and products to be provided by Plan2Shoot to the Customer in connection with the Video Project;
P2S Manager: an employee of Plan2Shoot who liaises with the Customer and Creator(s) and manages all the aspects of the
Video Project on the Platform;
Timeline: the Timeline refers to the agreed schedule of all Key Dates for all Job(s) relating to a Video Project and includes the Due Date;
Video Credit(s): Video Credits are credits which may be utilized for purchase of Services;
Video Project Comments: An online message posted on the Plan2Shoot; and
Video Project: A Video Project is a project contracted to Plan2Shoot to deliver Digital Assets to the Customer.