Definitions

90 Seconds: 90 Seconds refers to the company 90 Seconds Ltd. and all it’s subsidiaries, 90 Seconds New Zealand Ltd., 90 Seconds Australia Pty Ltd., 90 Seconds United Kingdom and 90 Seconds Japan.

90 Seconds Platform: 90 Seconds cloud video production platform located at http://webalpha.wpengine.com

Digital Assets: All Digital Assets including but not limited to video or photographic content capture at 90 Seconds 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.

Work contract: A Digital Work contract sent through the 90 Seconds Platform to contract freelancers and suppliers to perform Jobs on a Video Project. A Work Contracts contains the following information but is not limited to: Date , Timings, Price and Jobs.

Job: A Job is one or more tasks that need to be completed on the Video Project.

Freelancer or Supplier: A Freelancer or Supplier is a person or organization who is approved to perform one or more Skills for 90 Seconds within the 90 Seconds Platform.

Skill: A specific role and type of work that a Freelancer or Supplier has applied for and been approved for by 90 Seconds.

Video Project: A Video Project is a project contracted by 90 Seconds to deliver Digital Assets to a Customer and/or Other Stakeholders.

Customer: Is a customer of 90 Seconds.

Stakeholder: A stakeholder is an organization or individual which has a relationship with 90 Seconds on a Video Project.

Success Manager:  A 90 Seconds Success Manager is a 90 Seconds person who liaises with the Customer and Freelancers or Suppliers and manages all the aspects of the Video Project on the 90 Seconds Platform to ensure a successful delivery.

Purchase Page: The Purchase page of a Video Project, which holds the information on, including but not limited to, Price, Jobs, Payment Terms and Stakeholders

Video Project Comment:  Is a online message posted on the 90 Seconds Platform

Membership:  A service offered and delivered to 90 Seconds’ Customers.  The Service is delivered over a specified time period of months which the 90 Seconds Customer has agreed to the length of Service.

Membership Plan: The type of Membership accept by the Customer

Membership Contract: The agreement between 90 Seconds and the Customer that defines the Membership Plan, Benefits and Offers  the customer has agreed to.

Customer Contract: The agreement between 90 Seconds and the Customer to deliver a Video Project or Video Projects.

Membership Benefits: The benefits offered to the customer as part of their Membership and Membership Plan

Membership Offers :One off and limited time benefits offer to Customers as part of their Membership signup

Special Terms: Custom terms of a Membership Agreement  agreed to by 90 Seconds and the Customer at the time of Membership Plan purchase.

Video Credits: 90 Seconds currency with the ability to purchase any of 90 Seconds products or services

Purchased Videos Credits: Video Credits Purchased by a Customer

Free Video Credits:  Video Credits  gifted to a Customer for no cost.

90 Seconds  Account: The Customers online account in the 90 Seconds Platform

90 Seconds Specific Terms of Use

1. Customer Contract Terms

1. Services

  1. 90 Seconds shall provide the services (“Services”) to the Customer in accordance to these terms and conditions and their Video Project  once the Video Project has been accepted by the Customer.
  2. The Services are defined as the Jobs on the Video Project(s), associated Customer Contract, any agreement between 90 Seconds and the Customer relating to providing the services defined on the Video Project and any relating information in the Video Project brief.

2. Delivery of the Services

  1. Start date:The signing date of the Video Project or such earlier date as determined by the Customer.
  2. Completion date:90 Seconds shall complete the Services by the Video Project completion date as defined on the Video Project, or as otherwise agreed in writing between the parties
  3. Key Dates/ Milestones: 90 Seconds agrees to meet all Key Dates/ Milestones as defined in the video project brief or scheduled jobs

3. Price

  1. The Customer Agrees to the Price for the Services as defined on the Purchase Page of the Video Project accepted by the Customer.

4. Payment Terms

The Customer agrees to pay the Price to 90 Seconds on the following terms:

  1. 50% deposit payable and due from the signing date of the Customer Contract;
  2. 50% remaining payable and due after the completion date of the Video Project;
  3. Via instalments with amounts and dates agreed between the parties;
  1. If the parties have not discussed payments terms then 1 a. and 1 b. apply
  1. Or in Full

5. Term and Termination

  1. The Customer Contract is valid from the Signing Date of the Customer Contract until the completion date of the Customer Contract
  2. Either Party may opt out of the Customer Contract without incurring any penalty, financial or otherwise, only if the requirements are met under the Term and Termination clause of 90 Seconds General Terms of Use.
  3. If the customer chooses to terminate this contract without meeting the requirements of the Term and Termination clause of the 90 Seconds General Terms of Use the customer is liable for 50% of the total price of the Customer Contract and any costs incurred by 90 Seconds at the point of cancellation above and beyond what the customer has or will pay in deposits or payment schedules.

2. Membership Contract Terms

1. Services

  1. The Customer agrees to a Membership Plan as defined and agreed to by the Customer in the Customer’s Membership Contract.
  2. The Membership Plan includes any Monthly  Video Credits, Membership Benefits, Membership Offers or Special Terms defined in the Membership Contract

2. Delivery of the Services

  1. Start date: The Start date of the Membership is defined on the Customer’s Membership Contract
  2. Completion date: The completion date of the Membership is defined on the Customer’s Membership Contract

3. Price

  1. The price for the Membership is defined on the Membership Contract accepted by the Customer
  2. If video projects exceed your available video credit balance our usual payment terms will apply to the outstanding balance

4. Payment

The Customer agrees to pay the price of the Membership as per the payment terms defined on the Membership Contract.

5. Term and Termination

  1. The Membership Contract is valid from the signing date of the Membership Contract until the end date  of the Membership Contract.
  2. The Membership Contract can only be terminated without penalty, financial or otherwise,
  1. If any of the conditions under Term and Termination of the 90 Seconds General Terms of Use are met;
  2. Or if otherwise stated on the Customers Membership Contract.
  1. All membership terminations must be received in writing
  2. All membership terminations take effect at the end of the calendar month the termination written notice was received in.
  1. All outstanding invoices and membership fees have to be paid prior to the end of the calendar month the termination written notice was received in

90 Seconds General Terms of Use

1. Terms and Conditions

These Terms and Conditions, including the Customer Contract Terms and the Membership Contract Terms,  shall be effective from the Acceptance Date of the Customer or the Membership Contract  and shall continue, unless terminated sooner in accordance with the clauses of Term and Termination, until the Completion Date of the Customer or Membership Contract or if another agreement is signed between both parties covering the same services provided in the same Customer or Membership Contract.

2. 90 Seconds Platform

  1. 90 Seconds shall provide the Services on the 90 Seconds Platform found athttp://webalpha.wpengine.com and/ or at any physical location confirmed by the customer and agreed to in the Video Project.

3. Video Credits

  1. Video Credits have a 1:1 exchange rate with the Customers local currency
  2. Video Credits may be used to purchase any of the services or products 90 Seconds offers to it’s customers
  3. Video Credits are Valid for 12 months. After 12 Months Video Credits are voided and subtracted from the Customers Video Credit Balance.
  4. The Customer will be notified two weeks before the expiry date of any Video Credits.
  5. All  unused Video Credits remain on the customers Video Credit balance until the Video Credits expire
  6. Free video credits cannot be used to pay for membership fees
  7. All Video Credits are non-refundable

4. Payment Methods & Terms

1. Normal Payment

  1. An invoice of the amount payable will be sent to the Customers nominated accounts contact as and when the payment falls due
  2. The Customer agrees to pay the amount payable to 90 Seconds on the following terms:
  1. 50% deposit payable and due from the signing date of the Customer Contract;
  2. 50% remaining payable and due after the completion date of the Video Project;
  3. Via instalments with amounts and dates agreed between the parties;
  1. If the parties have not discussed payments terms then 1 a. and 1 b. apply
  1. Or in Full
  1. The Customer shall pay the invoice within 7 days of its receipt unless agreed otherwise by the Parties
  2. The method of payment for any Customer Contract  by the Customer to 90 Seconds shall be via:
  1. Direct credit transfer to 90 Seconds as per the payment details on the invoice
  2. Credit Card payment to 90 Seconds as per the payment details on the invoice
  3. As otherwise agreed to by the Parties
  4. Or a combination of any of the above

2. Video Credit Payment

  1. The Customer may use Video Credit to purchase in full or partially purchase any of 90 Seconds Product or Services
  2. The Customer will be asked at the signing of Customer Contract if they wish to use Video Credits towards their purchase.
  3. If a Customer Contract is partially paid for using Video Credits the remaining amount is required to be paid as per the Payment Terms  of the Customer Contract Terms and the Payment Method & Terms of the 90 Seconds General Terms of Use.

3. Non-payment of an invoice

  1. Non payment of an invoice 60 days after the due date will result in a 20% penalty fee being applied to the total invoice amount.
  2. Non payment of an invoice 90 days after the due date will result in the debt being passed to debt collection services.
  1. Any fees or costs incurred by incurred by 90 Seconds using debt collections services will be charged to the Customer on top of the total invoice and penalty fee amount.

4. Deposits & Out of Pocket Expenses

  1. All deposits are non-refundable
  2. The Customer shall pay for 90 Seconds out-of-pocket expenses as agreed to in the Video Project brief.

5. Term and Termination

  1. Either Party may opt out of the Customer or Membership Contract upon notice in writing if:
  1. The other is in breach of any material obligation contained in these Terms and Conditions, 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
  2. 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.
  1. For European Customers Only:If the Customer is a consumer and the Distance Selling Directive (97/7/EC) (the “Directive”) applies to these Terms and Conditions, the Customer may terminate these Terms and Conditions within the relevant timescales prescribed by the regulations or laws in the relevant Member State which implement the requirements of the Directive in respect of a right for the Customer to withdraw from a contract. In the event of termination in accordance with this Clause 2.4(c), the liability of the Customer to 90 Seconds shall be as prescribed in the Directive or in any regulations or laws implementing its requirements in the relevant Member States.
  2. If the Customer or Membership 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.

6. Intellectual Property Rights

  1. 90 Seconds agrees to assigns the full title guarantee to the Customer and any of the copyright, other intellectual property rights and any other data or material used or subsisting in the Material Digital Assets whether finished or unfinished created during the services.
  2. 90 Seconds agrees to grant to the Customer a non-exclusive, irrevocable, royalty free licence to use, copy and modify any elements of the Digital Assets  not created for the Customer as part of the Services.
  3. 90 Seconds warrants that it has the right to assign the rights identified in paragraph (2).
  4. If any third party intellectual property rights are used in the Digital Assets 90 Seconds warrants that it has secured all necessary consents and approvals to use such third party intellectual property rights for 90 Seconds and the Customer.
  5. If the Customer or Membership Contract is terminated it shall not affect any accrued rights of either Party.

7. Warranty

  1. 90 Seconds represents and warrants that:
  1. It will perform the Services with reasonable care and skill; and
  2. The Services and the Digital Assets provided by 90 Seconds to the Customer under these Terms and Conditions will not infringe or violate any intellectual property rights or other right of any third party.
  3. If the Customer or Membership Contract is terminated it shall not affect any accrued rights or liabilities of either Party.

8. Limitation of liability

  1. Subject to the Customer’s obligation to pay the Price to 90 Seconds, 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.
  2. 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.
  3. 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.
  4. The Customer will have no liability for any additional costs incurred by 90 Seconds resulting from any change in any Freelancer or Supplier, change in personnel within 90 Seconds, or any delay in production arising from by 90 Seconds or Freelancers or Suppliers.

9.  Relationship of the Parties

  1. The Parties acknowledge and agree that the Services performed by 90 Seconds, 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.

10. Freelancers and Suppliers

  1. Freelancers and Suppliers used by 90 Seconds are subject to the 90 Seconds Freelancer and Supplier Terms and Conditions
  2. 90 Seconds is responsible for the performance and quality of the 90 Seconds Freelancers and Suppliers who act within the 90 Seconds Freelancer and Supplier Terms and Conditions; Freelancers acting outside of the 90 Seconds Supplier Terms and Conditions are subject to discipline set out in the 90 Seconds Freelancer and Supplier Terms and Conditions but 90 Seconds is not responsible for said actions.
  3. Freelancers and Suppliers are sub contractors of 90 Seconds and are contracted via Work Contracts on the Video Project.
  4. Freelancers and Suppliers meet under contract with 90 Seconds in respect of the Services cannot be approached by the Customer outside of 90 Seconds without prior approval from 90 Seconds

11. Confidentiality

  1. Neither Party will use, copy, adapt, 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 and Conditions, the Customer Contract, Membership Contract, Video Project or 90 Seconds  Platform and which is of a confidential nature.
  2. 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.

12. Notices

  1. 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, first class post, Video Project Comments or electronic mail to the address of the other Party as specified in these Terms and Conditions or the Customer or Membership Contract  or any other address notified in writing to the other Party. Subject to any applicable local law provisions to the contrary, any such communication shall be deemed to have been made to the other Party, if delivered by:
  1. Video Project Comments
  2. Electronic mail, when the Party sending such communication receives confirmation of such delivery by electronic mail. ]
  3. First class post, 2 days from the date of posting;
  4. Hand or  on the date of such delivery or transmission; and

13. Privacy Policy

  1. Both Parties are subject to the 90 Seconds privacy policy, which can be found on our website http://90seconds.tv/privacy/

14.  Miscellaneous

  1. The failure of either party to enforce its rights under these Terms and Conditions at any time for any period shall not be construed as a waiver of such rights.
  2. If any part, term or provision of these Terms and Conditions is held to be illegal or unenforceable neither the validity or enforceability of the remainder of these Terms and Conditions shall be affected.
  3. Neither Party shall assign or transfer all or any part of its rights under these Terms and Conditions without the consent of the other Party.
  4. These Terms and Conditions may not be amended for any other reason without the prior written agreement of both Parties.
  5. These Terms and Conditions constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about these Terms and Conditions 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.
  6. Neither Party shall be liable for failure to perform or delay in performing any obligation under these Terms and Conditions 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 and Conditions by notice in writing to the other.
  7. This Clause Miscellaneous .7 and all other clauses of these Terms and Conditions shall survive any termination or expiration of the Customer or Membership Contract.
  8. These Terms and Conditions shall be governed by the laws of the jurisdiction in which the Customer is located (or if the Customer is based in more than one country, the country in which its headquarters are located) (the “Territory”) and the parties agree to submit disputes arising out of or in connection with these Terms and Conditions to the non-exclusive of the courts in the Territory.