Terms Of Service

These Terms of Service (“Terms”) set out the basis on which Lapse Film Limited (‘LAPSE’,“Lapse Film”, “we”, “us” or “our”) provides video production and related services to you (“you” or “Client”).

By accepting a Quote, confirming a booking, or instructing us to start work, you agree to these Terms. If you are accepting on behalf of a business, you confirm you have authority to bind that business.

1. Who We Are

We are Lapse Film Limited, incorporated in England and Wales (company number 08477812) with registered office at Unit 13 Chesterton Mill, French’s Road, Cambridge, CB4 3NP.

Lapse Film Limited may trade under the names “LAPSE”, “Lapse Film”, and “Split Pictures” (and may use other trading names from time to time). Any reference on our website, Quotes, invoices, emails, or marketing materials to LAPSE, Lapse Film, Split Pictures, or similar branding is a reference to Lapse Film Limited.

2. Key Terms and Definitions

In these Terms:

• “Quote” means our written quotation for a Project, including scope, timeline, budget, and (where applicable) Usage Rights.

• “Project” means the production project described in the Quote.

• “Services” means the services we agree to provide for the Project.

• “Deliverables” means the outputs we agree to supply (for example edited films, footage, stills, documents or other media).

• “Client Materials” means anything you supply for inclusion or reference (such as brand assets, logos, text, video, imagery, music, graphics, or audio).

• “Fee” means the price payable for the Services and Deliverables.

• “Delivery Date” means the target delivery date agreed in the Quote (or later agreed in writing).

• “Amendments” means additional changes requested by you beyond what is included in the agreed Quote.

• “Usage Rights” means the permitted use of the final Deliverables, limited to the Project and as set out in the Quote.

3. Quotes, Bookings and Scope

3.1 Quotes and scope
Our Quotes are based on the information available at the time and are limited to the scope described in the Quote.

3.2 Start of chargeable work
Once a Quote is accepted, we will begin chargeable work. This may include (without limitation) creative development, pre-production, booking crew, reserving equipment, and scheduling.

3.3 Client cooperation
You agree to provide Client Materials, access, approvals, and information we reasonably need to deliver the Project on time. If delays are caused by missing materials or approvals, the timeline may move and additional costs may apply.

3.4 Reasonable endeavours
We will use reasonable endeavours to meet agreed milestones and delivery targets, but delivery dates may be affected by Client changes, delays in approvals, or circumstances outside our control.

3.5 No Quote Provided

Where we begin work without issuing a formal Quote, these Terms will still apply and the Project details (including scope, deliverables, schedule and fees) will be as agreed in writing between the parties (including by email). If fees are not expressly agreed in writing, our standard rates will apply and we will invoice accordingly. If there is any conflict between these Terms and any purchase order or similar document issued by the Client, these Terms will prevail unless we expressly agree otherwise in writing.

4. Fees, Invoicing and Payment

4.1 Fixed Fee
Unless otherwise stated, the Fee is a fixed price for the agreed scope. If the Project is delivered under budget, we may retain any underspend.

4.2 Invoices and payment terms
Invoices are payable within 30 days of the invoice date unless the Quote or invoice states otherwise. Payments are due in GBP by bank transfer unless agreed in writing.

4.3 Staged payments
We may invoice the Fee in stages. Unless otherwise stated in the Quote, our standard payment structure is:

(a) 50% payable on acceptance of the booking (and in any event prior to commencement of Services);

(b) 25% payable upon completion of production (for example, completion of principal photography / filming days); and

(c) 25% payable following the Delivery Date (or upon issue of the final invoice, whichever is earlier), in each case payable in accordance with Section 4.2.

4.4 Late payment
If payment is overdue, we may:

• pause work and/or withhold delivery; and/or

• charge interest at 4% above the Bank of England base rate, accruing daily from the due date until payment is received.

4.5 Suspension of services
If we suspend work due to non-payment, we are not responsible for delays, missed deadlines, or any resulting losses.

4.6 Extended Client delay
If the Project is delayed due to your actions (including late feedback, approvals, or failure to provide materials) and final delivery would be pushed 4 weeks or more beyond the Delivery Date, we may terminate the agreement and you will remain liable for the full Project value reflecting reserved production capacity, committed third-party costs, and Services performed or scheduled to be performed.

4.7 Invoice queries and disputes

(a) If the Client wishes to dispute an invoice (in whole or in part), the Client must notify us in writing within 7 business days of the invoice date, setting out the reasons for the dispute in reasonable detail.

(b) The Client shall pay any undisputed portion of the invoice in accordance with Section 4.2.

(c) The parties will use reasonable endeavours to resolve the dispute promptly and in good faith.

(d) For the avoidance of doubt, raising a dispute does not permit the Client to use the Deliverables contrary to Section 9 (including Section 9.7).

5. Changes, Additional Work and Revisions

5.1 Changes to scope
If you request changes to scope, timing, deliverables, editorial direction, or budget, you must notify us in writing. We will confirm whether the request is included in scope or constitutes Amendments.

5.2 Amendments and additional charges
Where additional work is required, we will notify the Client and may provide either:
(a) a revised Quote or an additional quote for the Amendments; or
(b) written confirmation of the additional charges (including by email) and/or an estimate based on our standard rates.

Once the Client approves the Amendments in writing (including by email), the Client agrees to pay the additional charges and we will carry out the Amendments within the agreed timeframe (or, if no timeframe is agreed, within a reasonable timeframe). Where the Client requests that we proceed urgently or without a formal quote, the Client agrees that our reasonable charges for the Amendments will be payable.

5.3 Payment for Amendments
Unless we agree otherwise in writing, charges for Amendments will be invoiced separately (or added to the final invoice at our discretion) and must be paid by the Client within 30 days of the invoice date, in accordance with Section 4.2.

6. Cancellation and Rescheduling

6.1 Cancellation policy
If you cancel or rearrange a Project, the following cancellation charges apply.

6.2 What counts as an “engagement day”
For cancellation purposes, “engagement days” include any days scheduled for (without limitation) pre-production, creative development, builds, travel, recces, pre-light, shoot, strike, music composition, sound design, and editing.

All days of the week count. The day you give notice counts; the first engagement day does not. A day means a 24-hour period.

6.3 Cancellation charges
Cancellation charges are calculated by reference to the first engagement day:

• 8+ days’ notice: no cancellation charge

• 7–4 days’ notice: 50% of the Fee

• 3–2 days’ notice: 75% of the Fee

• Day before / day of: 100% of the Fee

6.4 External and committed costs
Regardless of notice period, you must also pay any costs we have incurred or committed to for the Project (for example crew, locations, rentals, travel, accommodation, licensing, or third-party suppliers).

6.5 Discretionary waiver

We may, at our discretion, waive or reduce cancellation charges in specific circumstances. Any waiver or reduction must be confirmed by us in writing and will apply only to the relevant cancellation. A waiver on one occasion does not constitute a waiver of our rights on any other occasion.

7. Music, Stock and Third-Party Materials

7.1 Third-party rights
If Deliverables include third-party materials (including stock footage, images, music, fonts, contributor appearances, or location permissions), those items may be subject to separate licence terms.

7.2 Client responsibility (default)
Unless the Quote says otherwise, you are responsible for clearing and licensing any third-party materials required for your intended use.

7.3 Licensed audio in edits
If licensed audio is sourced or budgeted for and used in drafts but later removed at your request, the licensing cost remains payable.

7.4 Where we supply licensing
Where the Quote includes a line item described as “Music Licence” (or similar), this means we will obtain and supply a licence for the relevant music track(s) for use in the Deliverables. The Client may use the licensed music only as incorporated within the Deliverables and only in accordance with the terms of our standard music licensing agreement (and any applicable third-party licence terms), which will be provided to the Client on request or as part of delivery. For the avoidance of doubt, the Music Licence does not permit the Client to use the track(s) independently of the Deliverables or in any new or separate production.

7.5 Third-Party Music Licensing – Important Limitations

Where music is licensed via third-party providers, the Client acknowledges that such music is licensed subject to the applicable third-party licence terms and restrictions. Unless expressly stated otherwise in writing, licensed music is cleared only for use as incorporated within the Deliverables for the agreed Project and Usage Rights, and may be restricted by factors including (without limitation) term, territory, media/platform, paid advertising spend, project type, and end-client branding. The Client must not reuse, extract, or repurpose licensed music separately from the Deliverables, or use the Deliverables in a way that exceeds the applicable music licence permissions. Any additional licensing required as a result of the Client’s requested usage, repurposing, or distribution shall be the Client’s responsibility and cost.

For the avoidance of doubt, we do not provide legal advice on music licensing, and the Client is responsible for ensuring their intended distribution and media plan is covered by the relevant licence.

8. Delivery, Formats and Project Files

8.1 Deliverables
We will supply the Deliverables described in the Quote (or otherwise agreed in writing). Delivery formats, specifications and method of delivery will be agreed between the parties in writing as part of the Project communications.

Unless expressly agreed in writing, we do not warrant or guarantee that the Deliverables will be accepted, approved, commissioned, broadcast, published, or otherwise used by any broadcaster, platform, distributor, regulator, brand partner, or third party. Acceptance or rejection by any such party does not affect the Client’s payment obligations under these Terms.

8.2 Rushes and working files
All raw footage/rushes, project files, editable timelines, working files, source files, and production assets created or used by us in connection with the Project remain our property and are not supplied to the Client unless expressly included in the Quote or agreed by us in writing in advance.

Any agreement to supply such materials is entirely at our discretion, may be subject to additional charges, and may be subject to technical and legal limitations (including restrictions relating to third-party software, plug-ins, fonts, templates, and licensed assets). We give no warranty that any supplied project files will be compatible with the Client’s systems or software versions

8.3 Use of rushes

If we agree to supply any rushes and/or working files, the Client may use them solely for the Project and must not share them with third parties without our prior written consent. Any third-party licensed elements contained within such materials may be subject to separate restrictions, and the Client is responsible for any additional clearances required for its intended use.

For the avoidance of doubt, no intellectual property rights in such materials are assigned or licensed to the Client except as expressly stated in Section 9.

9. Intellectual Property and Usage

9.1 Ownership of Deliverables and underlying materials

(a) All intellectual property rights in any concepts, proposals, treatments, scripts, storyboards, designs, production methods, workflows, templates, tools, know-how and underlying materials created or used by us in connection with the Project remain our property.

(b) Unless expressly included in the Quote or agreed by us in writing, the Client is not entitled to receive rushes, raw footage, project files, editable timelines, working files, source files, or other production assets (and Section 8 applies to any agreed supply of such materials).

9.2 Assignment of rights in final Deliverables

Subject to full payment of all sums due and compliance with these Terms, we assign to the Client all copyright and rights in and to the final edited Deliverables produced for the Project. This assignment does not include any Third Party Materials (as defined below) or any rushes or working project files.

9.3 Usage Rights and permitted exploitation

(a) The Client may use the Deliverables only in accordance with the Usage Rights set out in the Quote (or otherwise agreed in writing) and only once all invoices due under the agreed payment schedule have been paid in full.

(b) Any use outside the Usage Rights (including use for a different campaign, product, service, brand, end client, territory, media/platform, or time period), or any publication/use prior to payment being made in accordance with the agreed payment schedule, is unauthorised.

(c) Where unauthorised use occurs, without prejudice to any other rights or remedies available to us, we may:
    (i) require the Client to immediately cease the unauthorised use; and/or
    (ii) invoice the Client an additional licence fee reflecting the nature and extent of the unauthorised use (including duration, territory, media, placement and audience size).

(d) The Client shall promptly pay any additional licence fee invoiced under this clause in accordance with the payment terms set out in these Terms.

9.4 Third Party Materials and clearances

(a) The assignment and permissions in this Section 9 exclude any third-party materials used in the Deliverables, including (without limitation) stock footage, stock imagery, fonts, music, sound effects, plugins, templates, contributor appearances, location permissions and any other third-party rights (“Third Party Materials”).

(b) Unless expressly stated in the Quote, the Client is responsible for obtaining and maintaining all licences, permissions and consents required for its intended use of the Deliverables, including any required rights in Third Party Materials.

9.5 Client Materials warranty

The Client warrants that it owns or has obtained all necessary rights, licences and permissions in the Client Materials to enable us to use them for the Project and for the Client’s intended use of the Deliverables. The Client further warrants that the Client Materials (and their use) will not infringe any third-party rights and will not be unlawful, obscene, defamatory or offensive.

9.6 Credits

Unless otherwise agreed in writing, we may include a reasonable production credit on the Deliverables and/or in associated metadata.

9.7 Portfolio, promotional and corporate use

Unless otherwise agreed in writing, the Client grants us permission to display and use the Deliverables (and reasonable excerpts) for our own corporate, promotional and marketing purposes, including on our website, showreels, pitch materials, awards submissions and social media channels. Where the Deliverables include Third Party Materials, the Client is responsible for ensuring that such materials are cleared for this purpose (unless the Quote states that we will obtain such clearance).

9.8 No implied rights

Except as expressly stated in these Terms and/or the Quote, no rights are granted to the Client and all rights are reserved by us.

10. Data Protection and Privacy

10.1 Definitions and scope
For the purposes of this Section:

• “Data Protection Legislation” means the UK GDPR, Data Protection Act 2018, and any successor legislation.

• “Personal Data”, “Process/Processing”, “Controller” and “Processor” have the meanings set out in Data Protection Legislation.

10.2 Controller/Processor roles
Where we process Personal Data in connection with the Services for the Client, the Client is the Data Controller and we are the Data Processor in respect of that processing.

10.3 Compliance with applicable law
Each party will comply with its respective obligations under Data Protection Legislation in relation to Personal Data processed under or in connection with these Terms.

10.4 Privacy policy
Our general privacy practices are set out in our privacy policy available at https://www.lapsefilm.com/privacypolicy(“Privacy Policy”), which applies to processing of personal data under these Terms except where this Section 10 specifies additional contractual obligations.

10.5 Processor obligations
When we process Personal Data on behalf of the Client, we will:
(a) only Process Personal Data for the purposes of delivering the Services or as otherwise authorised in writing by the Client;
(b) implement technical and organisational measures appropriate to the risks to Personal Data, to protect against unauthorised or unlawful Processing and against accidental loss, destruction, damage, alteration or disclosure;
(c) ensure personnel authorised to process Personal Data are bound by confidentiality obligations; and
(d) assist the Client, taking into account the nature of processing, with client obligations under applicable Data Protection Legislation (e.g., breach notification, data subject requests), to a reasonable extent.

10.6 Sub-processors
The Client acknowledges and agrees that we may engage Sub-processors (including freelance crew, contractors, suppliers and service providers) to assist in delivering the Services. Where a Sub-processor Processes Personal Data on the Client’s behalf, we will ensure it is subject to appropriate confidentiality and data protection obligations consistent with this Section 10. We remain responsible for our Sub-processors’ compliance with those obligations in connection with the Services.

10.7 International transfers

The Client acknowledges that we may use third-party hosting providers, data centres, and cloud-based systems to store and process Personal Data in connection with the Services. Where Personal Data is transferred outside the UK and/or the European Economic Area, we will ensure that such transfer is made in compliance with Data Protection Legislation and subject to appropriate safeguards (for example, the UK International Data Transfer Addendum and/or standard contractual clauses, as applicable).

10.8 Retention and deletion
On termination or expiry of these Terms, we will, at the Client’s written direction, delete or return all Personal Data processed on behalf of the Client unless retention is required by law.

10.9 Breach notification
We will notify the Client without undue delay and, where feasible, within 24 hours, after becoming aware of a Personal Data breach affecting Personal Data processed on behalf of the Client.

10.10 Backup and archival copies
Notwithstanding Section 10.8, we may retain copies of Personal Data, Deliverables and Project files in secure backup or archival systems for a limited period for legal, regulatory, insurance, or disaster recovery purposes. Any such retained data will remain subject to appropriate technical and organisational safeguards and will not be actively processed for any other purpose.

11. Force Majeure

11.1 Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is directly caused by an event or circumstance beyond that party’s reasonable control and which could not reasonably have been avoided or mitigated (“Force Majeure Event”).

11.2 Force Majeure Events may include (without limitation): acts of God; fire, flood, storm, or other natural disaster; war, terrorism, civil unrest; epidemic or pandemic; governmental or regulatory action; power, telecommunications or internet failure; industrial action not involving the affected party’s workforce; or failure of third-party suppliers or service providers where such failure is outside the affected party’s reasonable control.

11.3 The affected party shall:
(a) notify the other party as soon as reasonably practicable of the Force Majeure Event; and
(b) use reasonable endeavours to mitigate the effects of the Force Majeure Event and resume performance as soon as reasonably possible.

11.4 If a Force Majeure Event continues for 7 consecutive days or more and materially prevents performance of the Services, either party may terminate the agreement on written notice with immediate effect. In such circumstances, the Client shall remain liable for all Services performed and costs incurred up to the effective date of termination.

12. Additional Content (First Option)

If the Client wishes to commission any follow-up, sequel, adaptation, extension, cut-down, or other content derived from or materially based on the Project (“Additional Content”), the Client shall first offer us the opportunity to produce such Additional Content on terms to be agreed in good faith.

The Client shall notify us in writing of the proposed Additional Content and allow us 14 days to confirm whether we wish to exercise this first option. If we decline or the parties are unable to agree commercial terms within a reasonable period, the Client may commission a third party to produce the Additional Content.

13. Liability and Indemnities

13.1 Insurance
We maintain appropriate public liability, employers’ liability, and professional indemnity insurance.

13.2 Client compliance and clearances
You are responsible for legal and regulatory compliance of the Deliverables for your intended use (including any required clearances, E&O insurance, and compliance with bodies such as Ofcom and the ASA).

13.3 Non-excludable liability
Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability that cannot legally be excluded.

13.4 Excluded losses
To the maximum extent permitted by law, we are not liable for loss of profits, revenue, business, contracts, goodwill, or indirect or consequential losses, including losses arising from third-party claims.

13.5 Liability cap
Our total liability to you for all other losses arising out of or in connection with the Services will not exceed the Fee paid under the relevant Quote(s).

13.6 Client indemnity
You will indemnify us against claims, damages, costs and expenses (including legal fees) arising from:

• damage to our equipment caused by you or your personnel (including contaminated files); and/or

• your breach of these Terms.

14. Legal and General

14.1 Governing law and jurisdiction
These Terms are governed by the laws of England and Wales and the courts of England and Wales have exclusive jurisdiction.

14.2 Anti-bribery
Both parties will comply with the Bribery Act 2010 and all applicable anti-bribery and anti-corruption laws.

14.3 No partnership or agency
Nothing in these Terms creates a partnership, joint venture, or agency relationship.

14.4 Third party rights
No person other than you and us has any rights to enforce these Terms.

14.5 Notices
Notices must be given in writing and may be delivered by hand, email, or post to the addresses set out in the Quote (or otherwise notified in writing). Notices sent by email are deemed received on the day of transmission (subject to proof of sending and receipt).

14.6 Confidentiality
Each party must keep confidential any non-public commercial, technical or business information received in connection with the Project, except where disclosure is required by law or to professional advisers and contractors who need to know it for performance.

14.7 Entire agreement
The Quote and these Terms form the entire agreement between you and us relating to the Project, superseding prior discussions or correspondence. Any changes must be agreed in writing.

14.8 Severability
If any part of these Terms is found unenforceable, the remainder will remain in force.

15. Contact

If you have any questions about these Terms or your Project, please contact us using the details provided in your Quote or via info@lapsefilm.com.