These Terms and Conditions apply to every project Untold Storytelling produces under a signed Statement of Work. The Statement of Work sets out what we’re making, when, and for how much. These Terms set out how we work together while we make it.
1. Definitions
“Studio” means Mad Harry Productions Inc. o/a Untold Storytelling, of Vancouver, British Columbia.
“Client” means the company or organization named as the Client in the Statement of Work.
“Parties” means the Studio and the Client together.
“Statement of Work” or “SOW” means the signed document describing a specific project, including its deliverables, timeline, budget, and payment schedule.
“Agreement” means the SOW together with these Terms and Conditions.
“Project” means the work described in the SOW.
“Deliverables” means the final films and assets listed in the SOW.
“Production Schedule” means the timeline and milestones for the Project, as set out in the SOW or finalized after signing.
“Production Day” means a scheduled day of filming, including travel days booked for it.
2. How These Terms Apply
2.1 By signing a SOW that references these Terms, the Client agrees to them, and they form part of the Agreement.
2.2 The version of these Terms that applies to a Project is the version in effect on the date the SOW is signed. Later updates to this page do not change a signed Agreement.
2.3 If the SOW and these Terms conflict, the SOW governs for that Project.
2.4 Anything not covered in the SOW defaults to these Terms.
3. Term and Schedule
3.1 Work begins when the SOW is signed and ends on the target completion date stated in the SOW. The schedule may change from time to time with the mutual consent of the Parties.
3.2 Once finalized, the Production Schedule is the primary timeline and milestone guide for the Project. Both Parties agree to keep to the scheduled dates and the revision window in Section 7 to the best of their abilities.
3.3 Delays caused by late feedback, late approvals, or changes to the Deliverables will push the schedule back and may result in additional fees.
4. Roles and Responsibilities
4.1 The Studio will:
Perform story and character research, and deliver a Story Framework for approval before production.
Complete the creative planning of each film.
Complete full production of each film based on the approved creative, from pre-production through final Deliverables.
Manage all external collaborators and assets as required, including sound and music licensing.
Obtain appearance releases from people interviewed or featured on camera, and location releases where required.
4.2 The Client will:
Help schedule and secure access to the people appearing in each film.
Help secure releases from its own employees, customers, and premises.
Provide access to all facilities and assets required to complete production.
Provide timely feedback and approvals on creative documents and on each film as it is delivered.
4.3 The Client confirms it has the rights to any logos, trademarks, footage, music, or other materials it supplies for use in the Project.
4.4 The Studio may engage subcontractors and collaborators to perform the work and remains responsible for their performance. The Studio is an independent contractor, and nothing in the Agreement creates a partnership, joint venture, or employment relationship between the Parties.
5. Fees and Payment
5.1 The Client will pay the fees and follow the payment schedule set out in the SOW. All amounts under the Agreement, including the fixed rates in these Terms, are in the currency stated in the SOW.
5.2 Expenses are billed in addition to the fees, as described in Section 6.
5.3 Unless the SOW states otherwise:
Deposit invoices and expense invoices are due upon receipt.
Installment invoices and final invoices are due within 30 days of the invoice date.
5.4 Overdue amounts are charged interest at 24% per annum, calculated from the due date until paid.
5.5 If any invoice is more than 15 days overdue, the Studio may pause work and hold Deliverables until the account is brought current. Schedule delays caused by a pause are the Client’s responsibility.
5.6 New requests or additional deliverables outside the SOW are scoped and agreed in a separate SOW or a written change order before work begins.
5.7 Fees and expenses are exclusive of applicable taxes, which will be added to invoices where required.
6. Expenses
6.1 The Client is responsible for all Project expenses, including travel, unless the SOW specifically states that an expense is covered by the Studio.
6.2 Project expenses include, but are not limited to:
Accommodation for the production crew. Separate bedrooms are required, at a Courtyard Marriott or Holiday Inn standard or equivalent.
Airfare, vehicle rental, and associated travel costs such as fuel and parking.
Per diems for the production crew for each Production Day.
Equipment rentals.
Music, stock footage, and other third-party licenses.
6.3 Expenses are billed at cost.
6.4 From time to time the Studio may determine that an expense not included in the SOW is necessary for the quality of the Project. In that case the Studio will send the Client a written request explaining the expense, why it’s needed, and how declining it may affect the Project. The Client will approve or decline the request in writing and acknowledges how that decision may affect the Project.
7. Approvals and Revisions
7.1 Unless the SOW states otherwise, the Client receives one (1) round of major revisions and one (1) round of minor revisions on each film Deliverable.
7.2 Additional rounds of revisions are billed at $425 per half-day, in half-day increments.
7.3 The Client will deliver consolidated feedback for each round within three (3) business days of receiving the cut, unless a different window is agreed in writing, including in the Production Schedule. If no feedback is received within that window, the delivered cut is deemed approved.
7.4 Major revisions are significant changes to the narrative or the overall story or visual, including edits that add or remove entire scenes or voice-over, and changes to the soundtrack.
7.5 Minor revisions are changes that don’t significantly affect the narrative, including small rearrangements, removals, or additions of footage, audio levels, colour balance, and the position of graphics.
7.6 Changes to the approved Story Framework after production has started are treated as a change in scope under Section 5.6.
8. Rescheduling and Cancellation of Production Days
8.1 If the Client postpones or cancels a scheduled Production Day, the following fees apply, plus all non-recoverable expenses:
Notice given
Fee
More than 14 days
No fee
7 to 14 days
25% of the production fees for the affected days
48 hours to 7 days
50% of the production fees for the affected days
Less than 48 hours
100% of the production fees for the affected days
8.2 If weather or conditions on the day make production unsafe or unworkable, in the Studio’s reasonable judgment, the Parties will reschedule. The Studio will not charge an additional creative fee, but the Client is responsible for additional expenses caused by the change.
9. Ownership and Copyright
9.1 All Deliverables and materials created under the Agreement remain the property of the Studio until the Client has paid all amounts owing under the SOW.
9.2 Once the Project is approved and paid in full, the Studio assigns copyright in the final Deliverables to the Client.
9.3 Unless the SOW states otherwise, raw footage, unused material, and project files remain the property of the Studio. The Client may request copies of raw footage or project files, which will be scoped and priced separately.
9.4 The Client grants the Studio an unlimited, perpetual license to use all footage, raw and edited, and all materials developed for the Project, for the Studio’s educational and promotional purposes.
9.5 The Studio will keep project files and raw footage for 12 months after final delivery. After that, the Studio may delete them.
9.6 If the Client wants project files and raw footage kept beyond 12 months, the Studio will store them for $150 per terabyte per year, with a minimum of $300 per year, billed annually in advance.
9.7 Requests to retrieve or deliver files from storage are billed at $425 per half-day, in half-day increments, plus the cost of any drives or transfer. This does not apply where the Studio retrieves files for use in a new Project under a signed SOW; in that case, retrieval is scoped within that SOW.
10. Rights Period and Use Restrictions
10.1 Third-party agreements made during production may limit how long, and in which media, the Project can be publicly used.
10.2 These limits may come from talent or voice-over agreements, stock music licenses, or stock footage licenses. Any such limits will be communicated to the Client in the relevant performer deal memo, music use license, or footage license before that element is included in the Project.
10.3 The Client is responsible for using the Deliverables within those limits.
11. Credit, Promotion, and Awards
11.1 The Studio may publish and display the Deliverables in its portfolio, on its website and social channels, and in galleries, publications, and exhibitions, and be credited as the author of the Deliverables in those uses.
11.2 The Studio may submit the Deliverables to film festivals and industry awards, and be credited as the production company on any submission, selection, or award.
11.3 The Studio may display the Client’s name and logo for promotional purposes.
11.4 If the Client has a confidentiality or release-date requirement that affects any of the above, it must be stated in the SOW.
12. Agency Clients
12.1 Where the Client is an agency or studio acting for an end client, the Client is responsible for the end client’s obligations under the Agreement, including feedback, access, and payment.
12.2 Any white-label, credit, or promotion restrictions required by the end client must be stated in the SOW, and override Section 11.
13. Confidentiality
During the Project, either Party may share information that is confidential to it. Where the sharing Party identifies information as confidential, the receiving Party will keep it in confidence, will not disclose it to others, and will use it only for the purposes of the Project.
14. Accuracy of Information
The Project relies on information and materials provided by the Client. The Studio cannot guarantee the accuracy of that information. The Client is responsible for all information and materials it provides for use in the Project.
15. Insurance and Indemnification
15.1 The Studio carries commercial general liability insurance for its production activities. A certificate of insurance is available on request.
15.2 The Client will indemnify the Studio against claims arising from information, materials, trademarks, or footage the Client provides for use in the Project.
15.3 The Studio will indemnify the Client against claims arising from the Studio’s negligence during production, or from music, footage, or other third-party materials the Studio licenses for the Project, when used within the limits described in Section 10.
16. Limitation of Liability
16.1 Neither Party is liable to the other for indirect, incidental, special, or consequential damages, including lost profits or lost business opportunity.
16.2 Except for the Client’s obligation to pay amounts owing under the Agreement, each Party’s total liability arising from the Agreement, including under Section 15, is limited to the total fees paid and payable under the SOW giving rise to the claim.
17. Force Majeure
17.1 Neither Party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, severe weather, wildfire, public health emergencies, government orders, travel or border restrictions, labour disputes, or failures of utilities or transport.
17.2 The affected Party will notify the other promptly, and the Parties will agree a revised schedule.
17.3 If the delay continues for more than 60 days, either Party may end the Agreement under Section 18, and Section 18.3 applies.
18. Termination
18.1 Either Party may end the Agreement by giving the other 15 calendar days’ written notice.
18.2 If either Party materially breaches the Agreement, the other Party may end it immediately by written notice.
18.3 On termination, the Studio will stop work. Within 7 days, the Client will pay the Studio for all work performed up to the termination date at $115 per hour, plus any expenses already incurred or committed, less any amounts already paid.
18.4 On termination, ownership and copyright of all materials created remain with the Studio.
19. Dispute Resolution
Any claim or dispute arising from the Agreement will be referred to a mediator at the request of either Party. If mediation does not settle the dispute, the Parties will proceed to binding arbitration before a single arbitrator in Vancouver, British Columbia, and agree to be bound by the arbitrator’s decision.
20. Governing Law
The Agreement is governed by and interpreted under the laws of the Province of British Columbia.
21. General
21.1 Entire agreement. The SOW and these Terms together form the entire agreement between the Parties for the Project. Changes must be agreed in writing by both Parties.
21.2 Survival. Sections 5, 9, 10, 11, 13, 14, 15, 16, 18.3, 18.4, 19, 20, and 21 continue to apply after the Agreement ends.
21.3 Severability. If any part of these Terms is found to be invalid or unenforceable, the rest of these Terms remains in full effect.
21.4 Notices. Notices under the Agreement may be given by email to the contacts named in the SOW, and are effective when sent.
21.5 Electronic signature. The SOW may be signed electronically and in counterparts, each of which is an original and all of which together form one agreement.
21.6 Assignment. Neither Party may assign the Agreement without the other’s written consent, except that the Studio may engage subcontractors and collaborators under Section 4.4.
21.7 No waiver. A Party’s failure or delay in enforcing any term is not a waiver of that term or of any other.
