1.1 Any booking of True North Productions Limited’s (“True North”) premises, suites, equipment and other properties and edit personnel (edit assistants/editors) (“Facilities”) shall be subject to these Facilities Hire Terms and Conditions (“T&CSs”) and a written offer letter from True North setting out the specific Facilities to be hired, dates of hire (“Hire Period”), costs for the hire of the Facilities (“Costs”) and any other special requirements specific to the hire (“Offer Letter”). If an Offer Letter is signed or otherwise accepted in writing (including via email) or use of the Facilities commences (“Acceptance”) by the party specified in the Offer Letter as the hirer of the Facilities (the “Client”) then the Offer Letter and these T&Cs (together the “Agreement”) shall be deemed accepted and become legally binding upon the parties from the date of Acceptance.
1.2 In the event of any conflict between the Offer Letter and these T&Cs, the Offer Letter shall prevail.
1.3 True North reserves the right to change these T&Cs (or any part of them) at any time and will update the T&Cs available at https://www.truenorthpost.tv. Clients are advised to check these T&Cs regularly.
2.1 The Offer Letter issued by True North to the Client shall contain details of the Costs.
2.2 In consideration of the Facilities supplied under the Agreement, the Client shall pay to True North the Costs specified: (i) in the Offer Letter; or (ii) as may be revised during the Hire Period and confirmed in writing; without any deductions or withholding, together with VAT thereon (if applicable), for which True North shall issue invoice(s). Invoices must be paid within 14 days of the date of the invoice. Invoices that are not queried by the Client within 7 days of the date of the invoice shall be deemed agreed and accepted.
2.3 Without prejudice to any other rights or remedies of True North, if the Client does not make payment of any invoice issued by True North in accordance with the above, True North may:
(a) require immediate payment of the outstanding invoice and any other sums owing to True North by the Client;
(b) charge interest on the overdue amount payable from the due date up to the date of actual payment (after as well as before judgement) at the rate of 8% per annum above the based rate for the time being of The Bank of England. Such interest shall accrue on a daily basis and be compounded quarterly. True North reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and/or
(c) terminate the Agreement.
2.4 Should True North incur any expenses in providing the Facilities in excess of the Costs in the Offer Letter, these shall be agreed in advance with the Client prior to being incurred and charged.
3.1 True North shall provide the Facilities materially in accordance with any Offer Letter and using all reasonable care and skill. True North will use all reasonable endeavours to provide the Facilities on the dates set out in the Offer Letter, subject always to: (i) events outside of True North’s control; and (ii) the Acceptance of the Offer Letter and the prompt provision by the Client to True North of any all necessarily information, instructions and/or agreements required by True North (and it is acknowledged that delay by the Client in providing any such information, instructions and/or agreements required by True North may result in a delay to providing the Facilities). True North will not be in breach of the Agreement for any delay in providing the Facilities as a result of (i) and (ii) above.
4.1 The Client shall be entitled to request changes to the Facilities after acceptance of the Offer Letter, and True North will use all reasonable endeavours to accommodate such requested changes. Agreed changes to the Offer Letter shall be confirmed in writing (email shall suffice).
5. Client Obligations and Warranties
5.1 The Client warrants, represents and undertakes to True North that it shall:
(a) provide all information, instructions and/or agreements required by True North in connection with the hire of the Facilities promptly and accurately;
(b) obtain and pay for (or procure the obtaining and payment for) all permits, licences, rights, consents and clearances required to produce, exhibit and/or exploit all filmed and/or recorded materials created and edited by the Client as a result of the use of the Facilities (the “Materials”);
(c) comply with True North’s policies and procedures (including without limitation, anti-bribery policy, data protection policy, health and safety policy) in connection with the Client’s use of the Facilities, copies of which are available at the premises where the Facilities are provided;
(d) be solely responsible for the actions and conduct of the Client’s personnel when using the Facilities;
(e) use the Facilities in accordance with True North’s instructions and good practice, ensuring the continuing good condition of the Facilities (reasonable wear and tear excepted);
(f) vacate the premises at which the Facilities are provided promptly at the end of the Hire Period, and remove all property and rubbish belonging to the Client;
(g) not infringe the rights of any third party in connection with the Materials (including without limitation any editing of the Materials as a result of use of the Facilities).
6.1 The Client shall indemnify and keep indemnified and hold harmless True North against all damages, losses, claims, actions, expenses, costs, proceedings arising as a result of any breach by the Client of the terms of the Agreement.
7.1 The copyright and all other right title and interest in and to the Materials shall vest in the Client worldwide without time limit, subject always to the rights of any third party whose materials are incorporated in the Materials and excluding any materials owned and provided by True North (“True North Materials”). On payment of the Costs, True North automatically assigns the copyright and all right title and interest in and to the products of any services rendered by True North in connection with the Materials (excluding the True North Materials) to the Client throughout the world in perpetuity.
7.2 For the avoidance of doubt, any know-how, processes, methods, techniques or expertise used by True North in relation to the Facilities and/or the Materials shall be owned by True North and may be used in connection with other clients and Facilities hire.
7.3 True North may list the Client as a client of True North’s Facilities (including the use of the Client’s branding and trade marks) including but not limited to on True North’s website and marketing materials for the Facilities.
7.4 The Client grants to True North a non-exclusive perpetual, worldwide licence to use excerpts and stills from the Materials (and any other content created and/or edited by the Client using the Facilities, provided they have been transmitted or otherwise published) for True North’s promotional purposes (including but not limited to forming part of True North’s showreel and other marketing materials for the Facilities).
8.1 If, after Acceptance of an Offer Letter by the Client, an Agreement is cancelled by the Client then, without prejudice to any other rights or remedies of True North, the Client will pay to True North all costs incurred by True North as a result of the cancellation plus VAT thereon (if applicable). True North will issue an invoice to the Client for such costs which must be paid within 14 days of the date of the invoice.
9.1 An Agreement shall (subject to earlier termination as set out in this clause and payment by the Client of all outstanding sums due to True North) terminate automatically at the end of the Hire Period.
9.2 True North may terminate the Agreement at any time (including without limitation prior to the Hire Period start date) with immediate effect by giving written notice to the Client in the event that:
(a) the Client is in breach of any of the terms of the Agreement and fails to remedy the breach (if capable of remedy) within 14 days of being notified in writing by True North of the nature of the breach;
(b) the Client fails to pay any invoice issued by True North in accordance with clause 2 above;
(c) the Client becomes insolvent, or bankrupt, or goes into administration, or has a received appoint over any of its assets, or threatens to or is unable to pay its debts, or suspends or ceases to carry on its business; and/or
(d) True North believes in its absolute discretion that any of the Materials are unlawful.
9.3 The Client may terminate the Agreement on written notice with immediate effect if True North is in material breach of any of the terms of the Agreement and fails to remedy the
breach (if capable of remedy) within 14 days of being notified in writing by the Client of the nature of the breach.
9.4 In the event of termination:
(a) the Client shall be required to pay all Costs incurred up to the date of termination and True North shall issue an appropriate invoice promptly to the Client which shall be payable immediately on receipt;
(b) the accrued rights, remedies, obligations and liabilities of the parties at termination shall not be affected; and
(c) the Client shall vacate the premises at which the Facilities are provided promptly and remove all property (including without limitation all Materials) belonging to the Client.
10.1 Any property belonging to the Client that remains at the premises at which the Facilities are provided (e.g. Materials remaining on the True North server) after 30 days from the end of the Hire Period or earlier termination shall be (at True North’s sole discretion) either:
(a) be returned to the Client;
(b) destroyed, deleted and/or disposed of;
and the cost of storage, return and/or destruction/deletion/disposal shall be charged to the Client.
11. Liability and Insurance
11.1 The Client assumes sole responsibility for the results and proceeds obtained from the use of the Facilities.
11.2 True North shall not be liable to the Client or any third party for any loss or damage to the Materials while at the premises where the Facilities are provided. It is advised that the Client retains a copy of the Materials away from the premises where the Facilities are provided at all times.
11.3 Insurance of the Materials shall be the sole liability and responsibility of the Client. The Client shall also have in place and maintain throughout the Hire Period with a reputable insurer public liability insurance and employer’s liability insurance for all personnel attending at the premises where the Facilities are provided and using the Facilities and any other insurances as may be prudent in the circumstances. All insurances shall provide the Client with an amount of cover that is adequate according to the risks involved and industry custom and practice. The Client shall provide to True North evidence (satisfactory to True North) of any such insurances on request.
11.4 The Facilities are provided to the Client on an ‘as is’ basis. The Facilities may include access to True North’s wifi. True North makes no representation or warranty that any of the Facilities including without limitation wifi will be available uninterrupted and in fully operating condition. Any faults or breakdowns with any of the Facilities during a Client’s Hire Period will be remedied or alternatives provided as soon as reasonable practicable, provided that it is acknowledged that third party contractors or providers may be providing the remedies or alternatives and True North has no direct control over the actions of third parties. While True
North will use all reasonable endeavours to procure the prompt and appropriate actions of such contractors and providers it shall not be liable for their services and/or timescales in providing any such fixes or alternatives.
11.5 Nothing in the Agreement exclusive the liability of True North for death or personal injury caused by True North’s negligence or for fraud or fraudulent representation.
11.6 True North shall not be liable, whether in tort, contract, misrepresentation or otherwise for any loss of profits, loss of business, reduction or loss of goodwill or similar, loss or corruption of data or information (unless cause by the negligent acts or omissions of True North), pure economic loss, special indirect or consequential loss costs damages charges or expenses (however arising).
11.7 True North’s total aggregate liability in contract, tort, misrepresentation or otherwise arising in connection with the performance or contemplated performance and indemnities under any Agreement with a Client shall be limited to the value of the Costs set out in that Agreement.
11.8 The Client accepts the limits of liability as set out in the Agreement and agrees that they are reasonable.
12.1 “Confidential Information” shall mean all information, whether technical or commercial, disclosed in any format (including without limitation in writing, electronically or verbally) where the information is identified as confidential at the time of disclosure or would reasonably be considered confidential given the nature of the information or the circumstances of the disclosure.
12.2 Each party shall keep the Confidential Information of the other part confidential and shall safeguard the same using the same degree of care as it takes to safeguard its own Confidential Information of a similar nature.
12.3 Notwithstanding the foregoing, Confidential Information may be disclosed by the receiving party:
(a) to its employees, affiliates, sub-contractors and professional advisors; and/or
(b) as required by law, governmental authority or regulatory body provided that the party that is subject to this requirement shall notify the other party in by prompt written notice of its intended disclosure.
12.4 This duty of confidentiality shall not apply to Confidential Information which the receiving party can demonstrate is or has become public knowledge other than through breach hereof, was in the possession of the receiving party prior to disclosure by the disclosing party, was independently developed by the receiving party, or was received from a third party which was not under a duty of confidentiality.
12.5 This duty of confidentiality shall survive the expiry of the Hire Period or the termination of the Agreement.
13. Data Protection
13.1 Each party acknowledges that it will comply with all applicable laws and regulations (including without limitation the Data Protection Act 2018 and the UK General Data Protection
Regulation and any amendment thereto) relating to the processing of personal data (the “Data Protection Legislation”).
13.2 To the extent that, as a data processor, True North collects and processes any personal data on the Client’s behalf in the course of providing the Facilities, True North:
(a) shall only process such personal data in accordance with the Client’s instructions; and
(b) has implemented all appropriate security measures in relation to personal data as required by the Data Protection Legislation.
13.3 True North is reliant on the Client for direction as the extent to which True North is entitled to process any personal data provided by the Client. Accordingly, the Client shall indemnify True North against all loss, damage and costs suffered by True North as a consequence of processing such personal data and True North shall not be liable for any claim brought by any individual arising from any act or omission by True North to the extent that such act or omission resulted from the Client’s instructions.
14. Force Majeure
14.1 “Force Majeure” shall mean any event arising which is beyond the reasonable control of the affected part (including without limitation any industrial dispute, governmental regulations, fire, flood, disaster, civil war or riot).
14.2 If a party becomes aware of an event of Force Majeure which might or is likely to give rise to any failure or delay in performing its obligations under the Agreement, that party shall promptly notify the other party of the event and the period of time during which it is estimated that the failure or delay will continue. The affected party shall take reasonable steps to mitigate the effects of the event of Force Majeure on the Agreement. A party so affected by an event of Force Majeure shall not be deemed to be in breach of the terms of the Agreement.
15.1 Neither party may assign or transfer any of its rights or obligations under an Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed (but the foregoing shall not apply to any assignment or transfer of the Materials and/or the True North Materials).
15.2 The Agreement sets out the entire agreement between the parties in relation to its subject matter and supersedes any previous or other existing arrangements (whether oral or in writing) between the parties. The Agreement can only be modified by a written instrument signed by both parties.
15.3 The parties to the Agreement do not intend that any term of the Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement.
15.4 Any notice required to be served hereunder in writing and shall be deemed to have been duly and properly served it correctly addressed and sent by pre-paid registered first class post or delivered by hand to the party to be served in each case at the address on the Offer Letter (or any subsequent address duly notified to the other in writing and acknowledged) and the date of service shall be deemed to be the actual date of delivery if served personally or the day of
delivery in the normal course of posting if posted on a business day (or the next business day) in England (being any day of the week between 9am and 5pm other than a Saturday, Sunday or public holiday).
15.5 No waiver express or implied by either party of any term or condition or any breach by the other of any of the provisions of this Agreement shall operate as a waiver of any breach of the same or any other provision of this Agreement.
15.6 If any provision of the Agreement is deemed void or unenforceable then such provision shall be curtailed and limited only to the extent necessary to bring it within legal requirement and such provision shall be of no effect on any other provision of the Agreement or on the validity and enforceability of the Agreement.
15.7 The rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
15.8 On expiry or termination of an Agreement, all provisions of the Agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.
15.9 The parties shall comply with all applicable laws statutes regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.
15.10 The headings in the Agreement are for information only and do not form part of the Agreement. References to clauses and schedules are (unless otherwise stated) references to the clauses and schedules of the Agreement. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Agreement. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
15.11 Nothing in the Agreement shall be deemed to constitute or create a partnership or joint venture between the parties and neither party shall hold itself out as the agent of the other.
15.12 The Agreement shall be governed by and construed in accordance with the laws of England and the courts of England shall have exclusive jurisdiction over any dispute or claim (including non-contractual claims or disputes).