Terms & Conditions
These Standard Terms and Conditions written on this webpage shall help you manage your use of Weshot. These Terms will be applied fully and effectively upon your use of Weshot. By using Weshot, you agreed to accept all terms and conditions written here.
WeShot: WeShot refers to the WeShot company specified in the Customer Contract, being WeShot International Sdn. Bhd.
WeShot Platform: WeShot cloud video production platform located at http://vp.weshot.io/
Digital Assets: All Digital Assets including but not limited to video content captured at WeShot film shoots, all graphics, animation, illustrations, concept art, including source files, storyboarding, draft and final outputs including video, static graphics or animations, any creative concepts and scripts.
Job: A Job is one or more tasks that need to be completed on the Video Project or by Video Professionals and Video Project Person.
Freelancer or Supplier: A Freelancer or Supplier is an individual or organization who is approved to perform one or more Skills for WeShot within the WeShot Platform.
Project Person: A Project Person is an individual who is approved to perform one or more Skills for WeShot within the WeShot Platform.
Skill: A specific role and type of work that a Freelancer or Supplier has applied for and been approved for by WeShot.
Video Project: A Video Project is a project contracted by WeShot to deliver Digital Assets to a Customer and/or Other Stakeholders.
Customer: Is a customer of WeShot as specified on the Purchase Page for a Video Project or to purchase certain footages.
Stakeholder: A stakeholder is an organization or individual which has a relationship with WeShot on a Video Project.
Services: The Services are comprised of the Jobs on the Video Project(s), associated Customer Contract, any agreement between WeShot and the Customer relating to providing the services defined on the Video Project and any relating information in the Video Project brief.
Purchase Page: The Purchase page of any footages or video projects on the WeShot Platform, which holds the information on, including but not limited to, Price, Jobs, Payment Terms and Stakeholders. If the clients intend to use any footages or video projects for their company branding, they must make sure that they follow all the terms & conditions that are listed down.
Video Project Comment: Is an online message posted on the WeShot Platform.
Customer Contract: The specific agreement between WeShot and the Customer to deliver a Video Project or Video Projects, comprising the Purchase Page (updated by agreement between WeShot and the Customer) and these Terms.
WeShot Account: The Customer, the Video Professionals & the Video Project Person’s online account in the WeShot Platform.
1. Customer Contract Terms
- WeShot shall provide the Services to the Customer in accordance with the Customer Contract.
1.2 Delivery of the Services
- Start Date: The term of the Customer Contract shall commence when it is signed off and accepted by the Customer and WeShot in the Purchase Page.
- Completion: Subject to clause 11 of the General Terms, WeShot shall complete the Services by the Video Project completion date as defined on the Purchase Page of the Video Project, or as otherwise agreed in writing between the parties.
- The Customer agrees to pay WeShot for the Services and payment terms specified in the Purchase Page of the Video Project, or as varied under clause 11 of the General Terms, in accordance with the payment terms specified in clause 11 of the General Terms.
- Unless the Customer Contract states that the Price is a fixed quote, the Price specified shall be an estimate only, and the actual Price charged shall be the actual time and costs incurred by WeShot and its Freelancers, Suppliers and Video Project Person contracted to the Video Project in question.
1.4 Term and Termination
- The term of the Customer Contract commences on the start date specified in clause 1.2.1 of these Terms and expires on the actual completion of the Services provided under the Customer Contract.
- Either Party may terminate the Customer Contract only if the requirements are met under clause 5 of the General Terms.
- If the Customer terminates a Customer Contract without meeting the requirements of clause 5 of the General Terms, :
- the Customer must pay:
- 50% of the total Price of the Customer Contract; and
- any third party or out of pocket costs incurred by WeShot or its Freelancers and Suppliers up to the point of cancellation; and
- the Customer will not be refunded any payments it had paid in deposits or instalments/payment schedules.
- the Customer must pay:
1. Terms and Conditions
- These Terms, including the Customer Contract Terms, shall be effective from the start date specified in clause 1.2.1 and shall continue, unless terminated sooner in accordance with clause 7 of the General Terms, until the Completion Date of the Customer or if another agreement is signed between both parties covering the same services provided in the same contract.
2. WeShot Platform
- WeShot shall provide the Services on the WeShot Platform found at http://vp.weshot.io/ confirmed by the customer and agreed to in the Video Project.
3. Payment Methods & Terms
- An invoice of the amount payable will be sent to the Customer’s nominated accounts contact as and when the payment falls due under this clause.
- The Customer agrees to pay WeShot in accordance with the payment terms specified in the Customer Contract, which shall be the following method:
- In two equal payments as follows:
- 50% deposit payable and due from the signing date of the Customer Contract;
- 40% payable due from the production stage
- 10% remaining due after the completion date of the Video Project; or
- In two equal payments as follows:
- The Customer shall pay the invoice in cleared funds without set-off or deduction within 7 days of the date of the invoice unless agreed otherwise by the Parties in writing
- The method of payment for any Customer Contract by the Customer to WeShot shall be via:
- Direct credit transfer to WeShot as per the payment details on the invoice;
- Credit Card payment to WeShot as per the payment details on the invoice;
- As otherwise agreed to by the Parties; or
- A combination of any of the above.
II. Deposits & Out of Pocket Expenses
- All deposits are non-refundable.
- If a retainer is agreed in the Customer Contract, the Customer shall pay that retainer at the Commencement of the Video Project. WeShot may apply the retainer to Video Projects as and when required to meet its ongoing costs and if the Customer requests new Video Projects, WeShot may require that the retainer be topped up.
4. Term and Termination
- Either Party may terminate the Customer Contract upon notice in writing if:
- The other is in breach of any material obligation contained in these Terms, which is not remedied (if the same is capable of being remedied) within 30 days of written notice from the other Party so to do; or
- A voluntary arrangement is approved, a bankruptcy or an administration order is made or a receiver or administrative receiver is appointed over any of the other Party’s assets or an undertaking or a resolution or petition to wind up the other Party is passed or presented (other than for the purposes of amalgamation or reconstruction) or any analogous procedure in the country of incorporation of either party or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order in respect of the other Party.
- WeShot may terminate the Customer Contract if:
- The Customer fails to pay any amount due under these Terms by the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.
- The Customer fails to provide WeShot with adequate instructions, information and/or material to complete a Video Project or Job and remains in default not less than 14 days after being notified in writing to provide such instruction, information or material.
- Consequences of termination:
- If the Customer Contract is terminated it shall not affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
- All sums payable to the Supplier under these terms shall become due immediately on its termination, despite any other provision.
5. Intellectual Property Rights
- Upon payment in full of all invoices rendered and to be rendered for a Customer Contract, WeShot agrees to assign the full legal title to the Customer in all copyright and other intellectual property rights subsisting in the Digital Assets whether finished or unfinished created for the Customer during the Services.
- WeShot agrees to grant to the Customer a non-exclusive, permanent, royalty free licence to use, copy and modify any elements of the Digital Assets not created for the Customer as part of the Services.
- WeShot warrants that it has the right to assign the rights identified in clause 6.2.
- If any third party intellectual property rights are used by WeShot in the Digital Assets WeShot warrants that it has secured all necessary consents and approvals to use such third party intellectual property rights for WeShot and the Customer.
- The Customer warrants that any material it supplies to WeShot will not breach any third party’s intellectual property rights.
- Project amendment files will be stored only for a month after the project is completed.
- If the Customer Contract is terminated it shall not affect any accrued rights of either Party.
- WeShot shall indemnify the Customer against any claim by any other person that the provision of the Services to the Customer in accordance with these Terms (other than any material provided by the Customer) infringes any intellectual property rights of that other person.
- The Customer shall indemnify WeShot against any claim by any other person (in relation to any material provided by the Customer to WeShot in accordance with these Terms) that the material infringe any intellectual property rights of that other person.
- WeShot represents and warrants that:
- It will perform the Services with reasonable care and skill, in accordance with:
- generally recognised commercial practices and standards in the applicable industry; and
- all laws and regulations applicable to the Services.
- The Services and the Digital Assets provided by WeShot to the Customer under these Terms will not infringe or violate any intellectual property rights or other right of any third party.
- It will perform the Services with reasonable care and skill, in accordance with:
- The Customer represents and warrants that:
- It will pay the Supplier promptly in accordance with these Terms and the Customer Contract.
- It will provide full and timely instructions to WeShot, and will render decisions and instructions expeditiously as necessary for the orderly progress of the Video Project;
- It will cooperate with and assist WeShot in all matters relating to the Services and Video Project.
- It will provide, in a timely manner and at no charge, any equipment, material and any information as WeShot may reasonably require, and will 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.
- It will ensure that material and information provided to WeShot is accurate and complete in all material respects.
- It will obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services before the date on which the Services are to start.
- It will use the services for lawful purposes only, and will not generate obscene, offensive or inappropriate content, or content which violates a person’s privacy or infringes a person’s intellectual property, whether in the content of the Digital Assets, in Video Production Comments, or otherwise.
- It will not breach WeShot intellectual property rights in WeShot software, including by copying, or seeking to make derivative works based on such software.
- It will provide to WeShot, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the premises and other facilities as reasonably required by Weshot to conduct the Services.
7. Limitation of liability
- Subject to the Customer’s obligation to pay the Price to WeShot, either party’s liability in contract, tort or otherwise (including negligence) arising directly out of or in connection with these Terms and Conditions or the performance or observance of its obligations under these Terms and Conditions and every applicable part of it shall be limited in aggregate to the Price.
- To the extent it is lawful to exclude the following heads of loss and subject to the Customer’s obligation to pay the Price, in no event shall either party be liable for any loss of profits, goodwill, loss of business, loss of data or any other indirect or consequential loss or damage whatsoever.
- Nothing in these Terms and Conditions will serve to limit or exclude either Party’s liability for death or personal injury arising from its own negligence. The Customer will have no liability for any additional costs incurred by WeShot resulting from any change in any Freelancer or Supplier, change in personnel within WeShot, or any delay in production arising from by WeShot or Freelancers or Suppliers.
8. Relationship of the Parties
- The Parties acknowledge and agree that the Services performed by WeShot, its employees, agents or subcontractors shall be as an independent contractor and that nothing in these Terms and Conditions shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties.
9. Freelancers and Suppliers
- Freelancers and Suppliers used by WeShot are independent contractors and are subject to the WeShot Freelancer and Supplier Terms and Conditions.
- WeShot is responsible for the performance and quality of the WeShot Freelancers and Suppliers who act within the WeShot Freelancer and Supplier Terms and Conditions; Freelancers acting outside of the WeShot Supplier Terms and Conditions are subject to discipline set out in the WeShot Freelancer and Supplier Terms and Conditions but WeShot is not responsible for said actions.
- Freelancers and Suppliers under contract with WeShot in respect of the Services cannot be approached by the Customer outside of WeShot without prior approval from WeShot.
- Freelancers and Suppliers under contract with WeShot in respect of the Services are restricted in using WeShot site in any way that is or may be damaging to WeShot.
- Freelancers and Suppliers are restricted in using WeShot contrary to applicable laws and regulations, or in any way may cause harm to the WeShot, or to any person or business entity.
- Neither Party will use, copy, adapt, disclose to third parties, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession via, including but not limited to, these Terms, the Customer Contract, Video Project or WeShot Platform and which is of a confidential nature.
- This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient.
- WeShot shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, provided that WeShot gives the Customer reasonable notice of such changes and that such changes do not materially affect the nature/scope of the Services or the Service Charges
- The Customer may at any time during the term of a Customer Contract request a change to the Video Project, or other job specifications, or the addition of new Services (“Change Request”) by notifying WeShot in writing of its requirements.
- WeShot shall give due consideration to any Change Request from the Customer and shall, within 7 days of receiving a Change Request from the Customer:
- confirm its acceptance of the Change Request, without any further variation to the terms of the Customer Contract, in which case the parties shall execute a variation to the Customer Contract as soon as reasonably practicable and WeShot shall implement the Change Request accordingly; or
- provide a written proposal for accepting the Change Request, subject to any variation that WeShot reasonably considers necessary to the Services, the Price, the Video Project, deadline or any other specification (“Change Proposal”); or
- if WeShot believes it is not reasonably practicable to accept the Change Request, with or without any such variation, provide the Customer with a written statement of its reasons for doing so.
- The Customer shall within 7 days after receipt of the Change Proposal either give WeShot a written notice accepting the Change Proposal (subject to or without further negotiation) or rejecting the Change Proposal. If the Customer accepts the Change Proposal, the parties shall as soon as reasonably practicable execute a variation to the Customer Contract and WeShot shall implement the agreed variation.
- WeShot may charge for the time it spent assessing a Change Request and/or Change Proposal, in addition to the Price, whether or not it is accepted, in accordance with its standard hourly rates from time to time.
- Any notice which may be given by a Party under these Terms and Conditions 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 these Terms and Conditions or the Customer Contract or any other address notified in writing to the other Party.
- Subject to any overriding law to the contrary, any such communication shall be deemed to have been received by the other Party:
- In the case of Video Project Comments and Email, two working days after it has been sent, without any notice of incomplete transmission;
- In the case of post, 5 working days from the date of posting; and
- In the case of Hand delivery, at the time of such delivery.
- The failure of either party to enforce its rights under these Terms at any time for any period shall not be construed as a waiver of such rights.
- If any part, term or provision of these Terms is held to be illegal or unenforceable, neither the validity or enforceability of the remainder of these Terms shall be affected.
- The Customer shall not assign or transfer all or any part of its rights under these Terms without the consent of WeShot.
- These Terms, the Customer Contract and the Video Project constitute the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about these Terms was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.
- Neither Party shall be liable for failure to perform or delay in performing any obligation under these Terms if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil commotion or industrial dispute. If such delay or failure continues for at least 7 days, the Party not affected by such delay or failure shall be entitled to terminate these Terms by notice in writing to the other.