Terms and Conditions

Application and entire agreement

1. These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by SOPRANO DIGITAL MEDIA a company registered in England and Wales under number 10064966 whose registered office is at 1 ANDROMEDA HOUSE, CALLEVA PARK, ALDERMASTON, BERKSHIRE, RG7 8AP (we or us) to the person buying the services (you).

2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.

3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.


4. A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.

5. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.

6. Words imparting the singular number shall include the plural and vice-versa.


7. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.

8. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.

9. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.

Your obligations

10. You must obtain and provide us with copies of any permissions, consents, licences or otherwise that are required in connection with the Services including providing us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.  

11. Where you provide material for inclusion in any project, including but not limited to logos, images, trademarks, footage and audio, you warrant to us that you have previously obtained all necessary permissions in advance to do so from the relevant rights holder and that the terms of any such permission permit their use by us when providing the Services and otherwise on the terms of the Contract.

12. In entering this Contract you agree that failure to comply with clauses 10 and 11 will be a material breach entitling us to terminate the Services pursuant to clause 40 a.

13. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with your obligations as set out in the Contract.

14. In the event any equipment you provide fails to operate during a program or event, the cost relative to the replacement shall be borne by you.

15. The cost of any security necessary to protect any equipment supplied by you shall be your sole responsibility.

16. You agree that it is your responsibility to coordinate at your sole cost any electrical power or house rigging needs for event/shoot with the venue including the provision of electrical power by the venue’s engineering department.

17. You are responsible for procuring that there is clear access for video and sound capture. Where it is agreed that you are to organize the filming venue it shall be your responsibility to ensure that production crew and supporting team have clear access to all relevant locations throughout the shoot.

Fees, Deposit, Costs and Expenses

18. The fees (Fees) for the Services are set out in the quotation and are on a time and materials. Fees are inclusive of a ‘First cut’ edit which will be made available to you for review and comment with two set of revisions. Subsequent revisions or significant re-edits will be charged at a rate of £500 per day or part thereof with such charges being payable on demand.

19. In addition to the Fees, you agree to pay on demand the following costs, a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, c) the cost of any materials required for the provision of the Services, d) all costs incurred in connection with the provision of additional or different equipment required or requested on site during a program or event which was not originally specified in the proposal or ordered.

20. You agree to pay on demand for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable daily rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 15 also apply to the provision of any such additional services.

21. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

22. You must pay a deposit (“Deposit”) if required as detailed in the quotation within 5 days of acceptance.

23. If you do not pay the Deposit to us according to the clause above, we can either withhold provision of the Services until the Deposit is received or can terminate under the clause below (Termination).

24. The Deposit is non-refundable unless we fail to provide the Services and are at fault for such failure (where the failure is not our fault, no refund will be made).

Cancellation and amendment

25. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of up to 5 days from the date of the quotation, (unless the quotation has been withdrawn).

26. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.

27. Orders that are cancelled less than three (3) business days from shoot/event date will be charged twenty-five (25) percent quoted costs/credits. Orders that are cancelled less than two (2) business days from shoot/event date will be charged fifty (50) percent quoted costs/credits. Orders and/or equipment that are cancelled less than one (1) business day from shoot/event date will be charged one hundred (100) percent quoted costs/credits.

28. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.

29. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.


30. We will invoice you for payment of the Fees either:

a. when we have completed the Services; or

b. on the invoice dates set out in the quotation; or

c. in accordance with clause 27 above.

31. You must pay the Fees due within 28 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.

32. Time for payment of Fees and all costs as referred to in these Terms and Conditions shall be of the essence of the Contract.

33. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 10% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.

34. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

35. If you do not pay within the period set out above or otherwise on the terms of the Contract, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.

36. Receipts for payment will be issued by us only at your request.

37. All payments must be made in British Pounds unless otherwise agreed in writing between us.

Sub-Contracting and assignment

38. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.

39. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.


40. We can terminate the provision of the Services immediately if you:

a. commit a material breach of your obligations under these Terms and Conditions; or

b. fail to make pay any amount due under the Contract on the due date for payment; or

c. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or

d. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or

e. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

​Termination of the Contract shall be without prejudice to any antecedent claim or liability which either party may have in respect of the other which shall notwithstanding such termination remain in full force and effect until fully performed or satisfied.

Intellectual property

41. We reserve all copyright and any other intellectual property rights which may subsist in:

a. any proposal made in respect to the Services, their elements, content, concepts, ideas, drawings, designs, and layouts (which are not to be used in any other fashion without express written permission);

b. all material captured, processed and/or produced, whether or not such material forms part of a finished project

c. any goods supplied in connection with the provision of the Services.

We retain all rights to the usage of footage captured during the production of any project you may commission us to undertake. Provided that all monies due from you have been received as cleared funds and you are not in breach of anything contained in these Terms and Conditions, you are granted a perpetual usage licence relating to the video material in its delivered form. Unless this is agreed in writing no permission is granted for any material to be altered, edited or used as part of another production.

We reserve the right to use any footage and related files from any project you commission us to undertake in showreels and other promotional purposes unless otherwise agreed in writing. We reserve the right to use any of our copyright material for any legal purpose, including its use within projects for other third-party client unless (a) exclusive licence is granted to you or (b) the material contains trademarks or specific intellectual or imagery the copyright in respect of which belongs to you.

We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

Liability and indemnity

42. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.

43. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.

44. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:

a. any indirect, special or consequential loss, damage, costs, or expenses or;

b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or

c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or

d. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or

e. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.

45. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.

46. You agree to indemnify us against any possible claims, disputes, expenses or similar that may arise from breaching any copyright laws or pre-existing terms and conditions attributed to the material referred to in clauses 10 and 11 above.

47. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.


48. We carry public liability insurance up to £5 million and a copy of insurance certificate can be provided to you on request. Extended or upgraded specific project insurance cover can be provided if required on request, provided this is agreed at the time of ordering the Services.


49. Neither party shall, without the prior consent of the other, make to any third party any statement or supply any information relating to the business or legal affairs of the other, (but this shall not prevent proper disclosures of information to the parties’ professional advisers or as required by law)

Data Protection

50. Each party shall, at their own expense, ensure that they comply with and assist each other to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and the UK General Data Protection Regulation as defined in the Data Protection Act 2018. This term is in addition to, and does not reduce, remove or replace, a party’s obligations arising from such requirements.

​We will collect and process personal data in accordance with our privacy statement.

Circumstances beyond a party’s control

51. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.


52. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

53. Notices shall be deemed to have been duly given:

a. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;

b. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;

c. on the fifth business day following mailing, if mailed by national ordinary mail; or

d. on the tenth business day following mailing, if mailed by airmail.

54. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

No waiver

55. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.


56. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

Law and jurisdiction

57. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.