TVNF Making media simple

TERMS AND CONDITIONS

The Video News Factory Ltd (TVNF) & MirrorMe Division  Registered Office: 100 Avebury Boulevard, Milton Keynes, MK9 1FH, UK  Company Number: 07321906 

By issuing an order, commissioning, or accepting any TVNF or MirrorMe proposal, quotation, or agreement, the Client affirms full acceptance of these Terms & Conditions. 
  1. Definitions
1.1 Business Day: Monday to Friday, 09:00–17:00, excluding UK public holidays.  1.2 Client: Any individual, company, or organisation purchasing Services from TVNF or MirrorMe.  1.3 TVNF: The Video News Factory Ltd, UK-registered.  1.4 MirrorMe: Wholly owned division and trading name of TVNF.  1.5 Contract: The agreement for Services, based on an accepted quotation, proposal, or documented schedule.  1.6 FMSC: Flexible Managed Service Contract – pre-purchased, retainer-based blocks of production time.  1.7 CSP: Client Service Portal (Basecamp) – TVNF’s official platform for communicating, managing, and approving work.  1.8 Rate: TVNF’s standard hourly rate (excluding VAT, expenses, third-party costs).  1.9 Fees: All charges payable under the Contract, including outlays, expenses, and surcharges.  1.10 Deliverables: All output from Services (e.g. videos, livestreams, avatars, campaigns, consultancy).  1.11 Supplier Personnel: TVNF staff, officers, contractors, and approved subcontractors.  1.12 Bribery Laws: The Bribery Act 2010 and all relevant anti-corruption statutes. 
Note that for quotes where TVNF either has agreement or is forced due to changed circumstances beyond our control to work extended hours as necessary to deliver to promise then TVNF shall be entitled to apply a 25% surcharge on service provided out of normal office hours.  The Rate will be held fixed for the full period of the Contract.  ‘Services’ means any work defined in the agreed scope of this Contract as laid out in our official quote or detailed in attached schedules to the quote by TVNF for provision of such as graphic design, video production, livestreaming, animation, marketing campaign planning, web, and social media systems design, consultancy, data planning, data buying, procuring of selling advertising presence or pay-per-click, public relations, project management, consulting, training,  ‘Deliverables’ shall mean any Service as defined in any TVNF proposal or quotation sent carried out by staff on instruction by the Client or to be delivered as digital services or assets by physical or electronic means.  ‘Supplier Personnel’ means all employees, officers, staff, other workers, agents and consultants of TVNF and any of their subcontractors who are engaged in the performance of the Services from time to time.  ‘Bribery Laws’ means the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and all other applicable Law to bribery or corruption.  ‘Warranty Period’ means the period during which the Services are performed and the period of one year from completion.  ‘Total Contract Value’ means the total cost of all services charged after discount, excluding VAT and expenses. 
  1. Formation of Contract
2.1 A binding Contract is created when the Client accepts a TVNF quotation, proposal, or other documented agreement in email or CSP.  2.2 Any amendment to these Terms must be agreed in writing.  2.3 These Terms override any client-supplied terms unless expressly agreed otherwise. 
  1. Services Provided
3.1 TVNF and MirrorMe provide: 
  • Video and animation production 
  • Livestream event planning, capture, and broadcasting 
  • Avatar creation and digital persona video 
  • Marketing and campaign consultancy 
  • Editing, scripting, and design 
  • Platform access and media management 
  • Project management, training, and retainer-based flexible managed services
3.2 TVNF may subcontract work but retains full responsibility for compliance and performance.  3.3 TVNF retains minor editorial discretion to improve quality, technical, or legal compliance. 
  1. Client Responsibilities
4.1 Appoint a single empowered liaison for project communication.  4.2 Use the CSP for all project management and approvals; non-use may incur a 10% admin charge.  4.3 Provide information and approvals within five (5) working hours for TVNF (seven (7) for MirrorMe).  4.4 Notify TVNF of any scope changes and use CSP to confirm variations.  4.5 Supply timely materials (scripts, logos, approvals) or be liable for delays/costs.  4.6 Secure venue and stream permissions for on-location shoots/events and TVNf rights to film attendees and speakers.  4.7 Induct all stakeholders (e.g., PR, writers) onto CSP as needed for work review/approval.  4.8 Do not solicit TVNF personnel, staff, or contractors directly for 12 months after engagement.  4.9 Non-solicitation breach triggers loss of all discounts and liability for all TVNF direct losses. 4.10 Use of contracted production instruct TVNF with sufficient work to ensure adequate consumption of contracted hours within the agreed timeframe of the Contract. Any unused production time will only be compensated for in return for a new mutually acceptable and profitable Contract with TVNF or will otherwise be lost. 4.11 Maintain professional etiquette, not resort to using abuse to staff or threats, our Company shall be able to immediately contract termination without notice or compensation. 4.12 Contract continuance, where the Client shall continue to pay each month any retainer without any pause.
  1. Fees, Surcharges & Expenses
5.1 Fees are as stated in the agreed quotation or service contract.  5.2 Deposits: 50% required for projects over £1,000.  5.3 Retainers and advance payments are due as set by contract.  5.4 Overtime/weekend surcharges are 25% if caused by client delay/rescheduling.  5.5 Expense surcharges: Third-party costs are subject to a min. 10% handling fee.  5.6 Travel: Charged at 45p/mile beyond five miles from MK HQ.  5.7 International fees: Non-UK services may incur additional charges. 
  1. Invoice Factoring (If Used)
6.1 Invoice factoring may be applied for payment extensions (up to 90 days), but must be agreed upon.  6.2 All factoring service fees (typically 5%–7.5%) are to be paid by the Client and will be invoiced separately. 
  1. Revisions, Feedback & Approvals

7.1 A five (5) Business Day review window applies for all Deliverables or retainer timesheets.  7.2 Deliverables not reviewed or disputed within this period will be deemed accepted and eligible for invoicing.  7.3 All additional revisions after approval, or required due to client error, will be billed at the current Rate. 

  1. Cancellations & Terminations
8.1 Filming cancellations: Minimum five (5) Business Days’ notice (seven (7) for MirrorMe) or all costs incurred become payable.  8.2 FMSC contracts: All such Contracts are for a minimum of 12 months and may be cancelled with 30 days’ notice prior to completion of the first 90 days; thereafter shall continue for the duration of the full 12 months. Unused hours may roll to a new agreement (up to 15% of value); otherwise, unused time is forfeit, and any decommissioning costs will be charged separately.  8.3 Refunds: Not provided unless TVNF cannot deliver; unused TVNF retainer hours or MirrorMe production minutes are non-refundable unless transferred under a new agreement by TVNF’s discretion and up to a maximum of 15% of the original Contract. 
  1. Data Privacy, Confidentiality & Retention
9.1 TVNF is ICO-registered and processes all data in compliance with the UK Data Protection Act 2018 and UK GDPR.  9.2 All client and contract records are retained for up to four (4) years post-completion for legal/audit reasons.  9.3 All confidential information and credentials are kept secure and never disclosed except as legally required. 9.4 Where the Client requires TVNF to access their digital platforms, they must grant appropriate right of access to TVNF, informing TVNF of protocols for GDPR and their Security, with each party wholly responsible for their role in the protection of all data in compliance with UK GDPR law.  9.5 Media Project Data Retention 
  • TVNF will retain digital media and Deliverables (video, audio, stream files, graphics, etc.) for twelve (12) months after project delivery or retainer termination, whichever is later. 
  • Clients must instruct TVNF in writing and agree a paid retention fee to extend storage beyond this period. 
  • TVNF is not liable for loss, deletion, or inaccessibility after the retention term without a paid extension agreement. 
  1. Copyright & Intellectual Property
10.1 TVNF is the first owner of all Deliverables created for the Client—including films, graphics, scripts, animations, and campaign assets—under the Copyright, Designs & Patents Act 1988.  10.2 Full payment grants the Client a non-exclusive, non-transferable licence for ordinary use; raw works, templates, or further edits require separate licensing.  10.3 Client may not resell, lend, or otherwise authorise use by third parties without TVNF’s written permission.  10.4 If music/image licensing is required, all such licences must be paid in advance and evidence provided to TVNF before any material is published or broadcast. 10.5 Marketing Rights Clause Unless specifically requested in writing by the Client and agreed by TVNF, TVNF shall be entitled, without restriction, to use any work it has produced, including excerpts from media projects, Deliverables, campaign samples, or written outputs, for the purpose of marketing, promoting, publicising, or advertising its own services and credentials. This includes, but is not limited to: display on websites, social media, showreels, exhibitions, award entries, and cas studies. Embargo or confidentiality requests must be agreed in advance by TVNF. 
  1. Indemnification
11.1 The Client shall indemnify TVNF for all losses, claims, or costs resulting from: 
  • Use of unlicensed, misleading, or non-compliant client-provided content 
  • Delays caused by the venue, staff, or third parties under the client’s instruction 
  • Regulatory fines or injunctions arising from the publication or distribution of such content 
  1. Events & Live Streaming
12.1 The client shall guarantee access for filming/streaming at least two (2) hours before the event.  12.2 Provide technical liaison, working A/V and internet, and access to all required digital platforms.  12.3 Late/incomplete access or failures outside TVNF’s control excuse TVNF from liability and entitle TVNF to claim for costs incurred.  12.4 TVNF will record streams and, in case of technical platform failure, will reschedule or attempt remedy (subject to schedule and technical limits). 
  1. Force Majeure
13.1 TVNF is excused from all obligations in case of war, disaster, pandemic, strike, government order, loss of utilities, or external system failures beyond its control.  13.2 In case of Force Majeure, parties will reschedule or cancel with no penalty. 

13. Data Privacy & Confidentiality 

13.1 The Client agrees not to divulge without written permission any access to systems, documents, proprietary processes, and templates developed by TVNF. Each of the parties hereto shall hold in confidence and shall not, and shall procure that its Employees, Agents, Partners, Subcontractors, and Group companies shall not, except with the written consent of the other parties (such consent not to be unreasonably withheld) or if required by law, divulge to any third party any financial or other information in respect of the Company or the Business or the Shareholders (in the case of the Company) or the other Shareholder (in the case of either Shareholder) or any matter subject to or in connection with this Contract or use any such information other than for the purposes anticipated by this Contract and the provisions of this Confidentiality Clause shall remain in full force and effect notwithstanding termination of this Contract but shall cease to apply to information which may properly come into the public domain through no fault of the party so restricted.  13.2 TVNF is registered with the ICO and undertakes to safeguard all Client confidential data as per the current UK Data Protection Act and will retain the information related to contact, contracts, and delivery once a contract is completed for a period of no more than 4 years from the date of contract completion to have a record for any HMRC inquiries. 
  1. Dispute Resolution & Governing Law
14.1 All contracts are governed by English and Welsh law.  14.2 Unresolved disputes will be submitted to the exclusive jurisdiction of the Courts of England and Wales.  14.3 Both parties undertake to negotiate in good faith before initiating proceedings.