FILMHUB - GENERAL TERMS & CONDITIONS

These Terms apply to your use of the FilmHub Platform. The FilmHub Platform is operated by The Film Office Limited, a company registered in England and Wales with company number 08585143, (“we”, “us”, “our”). The Terms govern access to and use of the FilmHub Platform and the Services we provide.

1. Interpretation

1.1 Definitions and Rules of Interpretation

The definitions and rules of interpretation in this clause apply in these Terms:

“Account” has the meaning given to it in clause 2.1;
“Agreement” means these Terms together with each of the Confirmations you enter into with us;
“Applicable Data Protection Legislation” means: (a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data, including (i) UK GPDR; (ii) the Data Protection Act 2018; (iii) the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC); (iv) the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) (in each case as amended from time to time); and (b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which we are subject, which relates to the protection of personal data.
“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
“Business Hours” means 9.00 am to 5.00 pm local UK time, each Business Day;
“Confidential Information” has the meaning given to it in clause 15.1;
“Confirmation” means the written confirmation (including email) setting out details in respect of the Services or Location Hire (as applicable) which we provide to you;
“Contract Year” means each 12 month period during the term of the Agreement commencing on the Effective Date and each anniversary thereof;
“Documentation” means the information made available to the you by us on the FilmHub Platform or such other web address notified by us to you from time to time which sets out a description of the FilmHub Platform and the Services;
“Effective Date” means the date you create your Account and accept these Terms;
“EU GDPR” means the General Data Protection Regulation ((EU) 2016/679).
“Fees” means the fees payable for the Location Hire and/or the Services as set out in each Confirmation, including the Location Hire Fee and Platform Commission;
“FilmHub Location Library” means the directory of Locations listed on the FilmHub Platform;
“FilmHub Platform” means the web platform provided by us available at https://www.filmhub.co.uk/ or such other website as notified by us from time to time;
“FilmHub Services” means the services provided by us as set out in Appendix 1;
“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Licence Applicant” means a User who has registered an account on the FilmHub Platform in order to make Location Hires;
“Location” means a location listed on the FilmHub Location Library;
“Location Activities” has the meaning given to it in clause 8.2;
“Location Hire” means a confirmed hire of a Location by a Licence Applicant made through the FilmHub Platform;
“Location Hire Agreement” means the location hire agreement provided in respect of a Location Hire from time to time to govern that Location Hire;
“Location Hire Fee” means the fee in respect of a Location Hire;
“Location Manager Reward Scheme” has the meaning given in clause 7.1;
“Marketing Personal Data” means the personal data identified in Part 2 of Appendix 2 to these Terms;
“Platform Commission” means the commission paid to us for each Location Hire which is deducted from the relevant Location Hire Fee paid by the Licence Applicant in respect of that Location Hire;
“Property Licensor” means a User of the FilmHub Platform who has registered an account as owner, Property Manager or other authorised licensor of a property in order to list such property on the FilmHub Platform as a Location;
“Property Manager” means an individual with contractual management authority in place with the owner of a property authorised to register such property and manage enquiries in relation to such property;
“Referral Fee” has the meaning given in clause 7.3;
“Services” means the Services we provide including: (a) the provision of the FilmHub Platform; and (b) the FilmHub Services;
“Terms” means these General Terms & Conditions;
“UK GDPR” has the meaning given to it in the Data Protection Act 2018;
“Uploaded Data” means the data inputted by you or on your behalf as part of your use of the Services, excluding the User Personal Data;
“User” means a Licence Applicant and/or a Property Licensor (as the context requires);
“User Personal Data” means personal data you provide to be processed by us as set out in Part 1 of Appendix 2 of these Terms;
“Virus” means any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices; and
“Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.

1.2 Clause, appendix and paragraph headings shall not affect the interpretation of this Agreement. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

1.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. A reference to writing or written excludes fax but includes email.

1.4 A reference to a statute or statutory provision: (a) is a reference to it as it is in force from time to time; and (b) shall include all subordinate legislation made under that statute or statutory provision from time to time.

1.5 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

1.6 References to clauses and appendices are to the clauses and appendices of this Agreement and references to paragraphs are to paragraphs of the appendices.

1.7Unless the context otherwise requires: (a) words in the singular shall include the plural and in the plural shall include the singular; and (b) a reference to one gender shall include a reference to the other genders.

2. YOUR ACCOUNT WITH US

2.1

In order to access the FilmHub Platform, you need to have an account with us (an “Account”) by entering your details where indicated on the sign up page.

2.2

By making an Account you acknowledge and agree to comply with these Terms. These Terms, together with any Confirmations we have with you, shall form a singular binding contract between you and us.

2.3

You agree that you will:

keep your Account (including your login details) secure at all times;
ensure your contact information in your Account is up to date and accurate;
not permit any third party to access or use your Account;
be responsible for any unauthorised access to or use of your Account.

2.4

We have the right to suspend any Account at any time (including delisting any Locations) if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.

3. FILMHUB PLATFORM AND FILMHUB SERVICES

3.1

Subject to your compliance with the terms of the Agreement, we grant to you a non-exclusive, non-transferable, revocable licence, without the right to grant sublicences, to use the FilmHub Platform and the Documentation during the term of the Agreement solely for your internal business purposes.

3.2

We may perform planned maintenance on the FilmHub Platform during the window of 10.00 pm to 2.00 am UK time. We may also perform unscheduled maintenance outside these hours, provided that we use reasonable endeavours to give you reasonable notice in advance.

3.3

You may use your Account in your capacity as either a Licence Applicant or a Property Licensor, as selected by you at the time of registration. This will determine which FilmHub Services you receive.

3.4

Clause 5 shall only apply to Licence Applicants and Clause 6 shall only apply to Property Licensors.

4. USE OF THE FILMHUB PLATFORM

4.1

You must not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
Facilitates illegal activity;
Depicts sexually explicit images;
Promotes unlawful violence;
is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
is otherwise illegal or causes damage or injury to any person or property.

4.2

4.2 If we suspect you have breached clause 4.1 at any time we reserve the right, without liability or prejudice to our other rights, to suspend your access to the FilmHub Platform (including delisting your Locations) and remove the infringing content.

4.3

While using our Services you must not:

except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:
1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the FilmHub Platform and/or Documentation (as applicable) in any form or media or by any means; or
2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the FilmHub Platform; or
3. access all or any part of the Services, FilmHub Platform or Documentation in order to build a product or service which competes with the Services or FilmHub Platform;
subject to clause 20.8, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the FilmHub Platform and/or Documentation available to any third party, or
attempt to obtain, or assist third parties in obtaining, access to the FilmHub Platform or Documentation, other than as provided under this clause 2; or
introduce or permit the introduction of, any Virus or Vulnerability into our network and information systems.

4.4

You must use all reasonable endeavours to prevent any unauthorised access to, or use of, your Account, the FilmHub Platform and the Documentation and, in the event of any such unauthorised access or use, you must notify us promptly.

4.5

You are responsible for the acts and omissions of all persons accessing the FilmHub Platform and/or the Documentation under or in connection with your Account.

5. LICENCE APPLICANTS

5.1

This clause 5 applies when you use the FilmHub Platform as a Licence Applicant.

5.2

You can use the FilmHub Platform to hire one of our Locations.

5.3

When requested, you will need to provide information relating to your chosen Location, the proposed activity and details of the wider production or project. If you do not do this, you may not be able to proceed with your Location Hire.

5.4

When you submit a request for a Location Hire in accordance with this clause 5 and the details (including the Location Hire Fee) in respect of such Location Hire are finally agreed, we will send you a Confirmation for that Location Hire request which shall set out the details of the Location Hire, including the relevant Location Hire Fee. You must then indicate in writing whether you accept or refuse the Confirmation.

5.5

You acknowledge and agree that you may also be required to enter into and comply with the terms of a Location Hire Agreement in respect of a particular Location Hire and that if you do not enter into such Location Hire Agreement and comply with its terms, you may not be able to proceed with the Location Hire. In the event of any conflict between the Location Hire Agreement and these Terms in respect of the Location Hire, the Location Hire Agreement shall prevail.

5.6

Once you have indicated your acceptance of a Confirmation (including by proceeding with a Location Hire), you will have a binding agreement to proceed with the Location Hire and the Confirmation will form part of and will be governed by these Terms and will not form a separate contract to these Terms.

5.7

You agree to pay:

if applicable, any deposit or other charges agreed in the relevant Confirmation; and
the Location Hire Fee for each Location Hire,

in accordance with clause 9.

5.8

If you request an onsite visit to a Location prior to making a Location Hire in respect of that Location (a “Location Site Visit”), you acknowledge and agree that:

you shall be responsible for any individuals attending a Location Site Visit on your behalf (“Attendees”) and will indemnify us in respect of any loss, claims or proceedings however arising due to or in connection with any acts or omissions of the Attendees during a Location Site Visit;
we make no warranty or representation as to the condition, safety or suitability of the Location and you and your Attendees attend the Location Site Visit at your own risk; and
you shall comply with any reasonable instructions we or the relevant Property Licensor gives to you in respect of your Location Site Visit.

5.9

You acknowledge and agree that:

it is a condition of us providing details of a Location or a Property Licensor, arranging a Location Site Visit and/or the provision of our Services that you and your representatives do not enter into any arrangement or liaise directly with any Property Licensor, or its employees, affiliates, agents or sub-contractors in respect of their Location(s) for any project; and
you will not reproduce, display, list, show or otherwise use on any third party platforms any photographs taken at or of the Location(s) on a Location Site Visit for the purposes of commercial activities or promoting the Location.

5.10

If you wish to cancel a Location Hire after you have agreed a Confirmation for a Location Hire, you must give us notice in writing prior to the date the Location Hire is due to commence and the following terms shall apply:

if you give notice of your intention to cancel more than 7 days prior to the agreed start date of the Location Hire, you shall be liable to pay 50% of the Location Hire Fee;
if you give notice of your intention to cancel 7 days or less prior to the agreed start date of the Location Hire, you shall be liable to pay 100% of the Location Hire Fee and any evidenced costs incurred by us or the Property Licensor in relation to the Location Hire,

and in each case you shall be liable to pay for any evidenced costs incurred by us or the Property Licensor in connection with the Location Hire up to the date of cancellation (including without limitation any reasonable personnel costs and legal costs).

5.11

You shall indemnify us and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) however arising in connection with your acts or omissions in breach of these Terms or the Location Hire Agreement relating to your Location Hire.

6. PROPERTY LICENSORS

6.1

This section applies when you use the FilmHub Platform as a Property Licensor.

6.2

In order to register your property as a Location with us, you will need to provide details of your property by using the ‘Add a Location’ feature on the FilmHub Platform. Where this feature is available, you may list Locations on an exclusive or non-exclusive basis as set out in clause 8.

6.3

Once you have successfully registered your Location with us, we will provide the FilmHub Services set out in Appendix 1.

6.4

When you list a Location as a Property Licensor you agree:

to grant us the right to hire out that Location while it is registered on the FilmHub Location Library in accordance with these Terms and the terms which we agree with you, including pricing and access rights;
to grant us (on behalf of Licence Applicants) the right to make tentative bookings of your Location by written notice to you from time to time, in which case you must notify us immediately if you receive any other enquiries, or other circumstances arise, relating to the hire or use of your Location on or around the dates of a tentative booking;
that you shall not enter into any arrangement or liaise directly with any Licence Applicant (including their employees, affiliates, agents or sub-contractors) in respect of the Location or its hire;
to make the Location available to a Licence Applicant for a Location Hire, free from unreasonable interference or obstruction on your part (including by third parties acting under your instruction or permission);
to grant such access to your Location as is required by and agreed with the Licence Applicant (including access for all required personnel, equipment, sets, vehicles, plant and machinery);
that the Licence Applicant may, with your prior written consent, make such changes, additions and/or alterations to the Location (interior and exterior) as may be required; and
that the Licence Applicant shall have the right to identify your Location as any real (other than the actual identifying location of the Location) or fictional place according to the requirements of their specific use case provided that neither the Property Licensor nor the Location is credited, unless permission is expressly given in writing by us.

6.5

You will agree the Location Hire Fee in respect of a Location Hire with either us or the relevant Licence Applicant, and once such Location Hire Fee is agreed, we will confirm this in writing with each of you and the Licence Applicant. Any other fees you are entitled to receive must be agreed with us in writing in advance.

6.6

Upon accepting a Location Hire for your Location, you agree to grant the Licence Applicant the right to enter and film, photograph and record all or any part of your Location including names, signs and identifying insignia of the Location, using such personnel and equipment as the Licence Applicant considers necessary or desirable.

6.7

You acknowledge and agree that you may also be required to enter into and comply with the terms of a Location Hire Agreement in respect of a particular Location Hire and that if you do not enter into such Location Hire Agreement you may not be able to proceed with the Location Hire. In the event of any conflict between the Location Hire Agreement and these Terms in respect of the Location Hire, the Location Hire Agreement shall prevail.

6.8

As a Property Licensor, you warrant, represent and undertake to us that you:

have the all necessary right, title and consent (including planning consent) to: (i) perform your obligations under these Terms; and (ii) grant all the rights in respect of each Location you list which are set out in these Terms;
shall have and shall maintain in force with a reputable insurance company, insurance sufficient to cover risks for which you are responsible in connection with the Location and shall, on our request, produce your insurance certificate giving details of cover and the receipt for the current year's premium;
shall not (without the express written agreement of the relevant Licence Applicant) take any photographs or recordings of the Licence Applicant’s activities at your Location;
shall nominate an individual to liaise with us for the purposes of these Terms; and
shall not make any disclosure or supply any information to any third party relating to any matters arising in connection with any Location Hire by a Licence Applicant of your Location or otherwise under these Terms.

6.9

You agree not to levy additional charges in respect of the hiring of the Location by a Licence Applicant without our consent.

6.10

Save where otherwise set out in a Confirmation or otherwise agreed in writing, our Platform Commission shall be 20% of the Location Hire Fee for each Location Hire.

6.11

We will pay the Location Hire Fee (less Platform Commission and any disbursements reasonably incurred) in respect of each Location Hire in respect of your Locations within 14 days of receipt by us of the Location Hire Fee from the Licence Applicant. The Location Hire Fee will be paid into the bank account you notify to us.

6.12

You shall indemnify us and our agents, subcontractors, consultants and employees for and against any loss, claims or proceedings however arising in connection with: (a) any dispute over the validity of your title and/or ownership of the Location and the contents or features thereof and/or in relation to your right to grant the rights granted under or in connection with the Agreement; (b) your acts or omissions in breach of these Terms or the Location Hire Agreement relating to a Location Hire of your Location.

7. LOCATION MANAGERS

7.1

From time to time we may offer referral rewards to account holders who have the job title ‘Location Manager’ or 'Assistant Location Manager' and who refer properties to the FilmHub Platform to become Locations in the FilmHub Location Library (the “Join Scheme”).

7.2

The Join Scheme is available at our sole discretion only. If you are eligible you will be able to refer Property Licensors to register their properties as new Locations by inviting them through your ‘My Account page’ (or any other method we make available on the FilmHub Platform in future). Alternatively, the Property Licensor may enter your ‘Location Manager Invite Code’, available via your ‘My Account’ page, to link their Location to your Account.

7.3

If a Property Licensor registers a new Location using your referral link or Location Manager Invite Code you shall (at our discretion) be entitled to receive a referral fee in respect of that Location (the “Referral Fee”).

7.4

The Referral Fee shall be calculated as a percentage from the Platform Commission which is due to us from any Location Hires in respect of each Location which you referred via the Location Manager Reward Scheme.

7.5

The Referral Fee percentages shall be as follows (unless otherwise agreed with you in writing):

25% of Platform Commission for Location Hires of exclusive Locations;
20% of Platform Commission for Location Hires of non-exclusive Locations,

such figures to be updated from time to time by us at our sole discretion.

7.6

We will pay all Referral Fees due at the end of each calendar quarter.

7.7

We may suspend or stop offering the Location Manager Reward Scheme at any time at our sole discretion.

8. EXCLUSIVITY

8.1

When you list a Location to the FilmHub Location Library as a Property Licensor, we may provide you with the option to list this either exclusively or non-exclusively.

8.2

If you choose to list the Location on the FilmHub Platform exclusively, you agree that we shall be engaged as your exclusive service provider in respect of introducing to you or the Location prospective licensees with a view to making a Location Hire for filming, photography (including still photography), unit parking, recording processes, broadcasting, internet media, production offices, prop storage, hire purposes and all other forms of production (together, the “Location Activities”).

8.3

For the duration that your Location is listed exclusively with us, you agree to direct all enquiries you receive which are related to the Location Activities to us promptly upon receipt for the purposes of enabling us to provide the Services and you agree not to enter separately into any negotiations, terms or agreements with such enquirers directly.

8.4

If you wish to change a Location from non-exclusive to exclusive (or vice versa), you must contact us to make such change. Once a Location is listed as exclusive with us, it cannot be made non-exclusive and must remain on the FilmHub Platform for at least three months after the date it was made exclusive unless we give our prior written consent for it to be removed.

9. FEES & PAYMENT

9.1

The Fees will be set out in each Confirmation for Location Hires and Services (as applicable) and, if applicable, in the relevant Location Hire Agreement.

9.2

The Fees will be:

payable in pounds sterling;
exclusive of value added tax (“VAT”), which shall be added to each invoice at the appropriate rate;
subject to clause 5.10 and 9.4, non-cancellable and non-refundable; and
payable prior to the date(s) on which you have booked a Location and/or the date(s) on which the Services are to be performed (except where otherwise expressly agreed with us in writing).

9.3

All payments must be made by debit or credit card, bank transfer or other accepted payment method indicated on the FilmHub Platform, or as set out in the relevant Location Hire Agreement.

9.4

In the event of a cancellation or refund in respect of a Location Hire, Fees will be refunded to the same payment method used to make the payment to us. Such refunds shall be subject to any applicable cancellation charges set out on the Filmhub Platform from time to time.

9.5

You must keep all payment and billing details (including your nominated bank account, your card details and your billing address) up to date, complete and accurate at all times.

9.6

If any Fees are outstanding, without prejudice to our other rights and remedies:

we may, without liability to you, disable your Account and access to all or part of the FilmHub Platform and any Locations listed in the FilmHub Location Library and we shall be under no obligation to provide any or all of the Services while the relevant amount remains outstanding; and
interest shall accrue on a daily basis on the outstanding amounts at an annual rate of 8% above the base rate of Barclays Bank plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

10. DATA PROTECTION

10.1

For the purposes of this Agreement, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the Applicable Data Protection Legislation.

10.2

Each of you and we will comply with all applicable requirements of the Applicable Data Protection Legislation. This clause 10 is in addition to, and does not relieve, remove or replace, your or our obligations or rights under Applicable Data Protection Legislation.

10.3

Each of we and you have determined that for the purposes of Applicable Data Protection Legislation, we shall process the User Personal Data as processor on behalf of you, and the Marketing Personal Data as controller. Should this determination change, each of we and you shall use all reasonable endeavours make necessary changes to this clause 10.

10.4

Without prejudice to clause 10.2, you shall ensure that you have all necessary and appropriate consents and notices in place to enable lawful transfer of the User Personal Data and Marketing Personal Data to us for the duration and purposes of the Agreement.

10.5

Without prejudice to clause 10.2, we shall, in relation to User Personal Data:

process that User Personal Data only on your documented instructions, which shall be to process the User Personal Data for the purposes of performing our obligations under the Agreement unless we are required by applicable law to otherwise process that User Personal Data, in which case we shall notify you of this before performing the processing required by the applicable law unless those applicable law prohibit us from so notifying you on important grounds of public interest;
implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of User Personal Data and against accidental loss or destruction of, or damage to, User Personal Data, having regard to the state of technological development and the cost of implementing any measures;
ensure that any personnel engaged and authorised by us to process User Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
assist you insofar as this is possible (taking into account the nature of the processing and the information available to us), and at your cost and written request, in responding to any request from a data subject and in ensuring your compliance with your obligations under Applicable Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
notify you without undue delay on becoming aware of a personal data breach involving the User Personal Data;
at your written direction, delete or return the User Personal Data and copies thereof to you on termination of the Agreement unless we are required by applicable law to continue to process the User Personal Data. For the purposes of this clause, User Personal Data shall be considered deleted where it is put beyond our further use; and
maintain records to demonstrate its compliance with this clause 10.

10.6

You provide prior, general authorisation for us to:

appoint processors to process the User Personal Data, provided that we:

shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Legislation, and are consistent with the obligations imposed on us in this clause 10;
shall remain responsible for the acts and omission of any such processor as if they were our acts and omissions; and
shall inform you of any intended changes concerning the addition or replacement of the processors, thereby giving you the opportunity to object to such changes provided that if you object to the changes and cannot demonstrate, to our reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Legislation, you shall indemnify us for any losses, damages, costs (including legal fees) and expenses suffered by us in accommodating the objection; and

transfer User Personal Data outside of the UK as required for the Services, provided that we shall ensure that all such transfers are effected in accordance with Applicable Data Protection Legislation. For these purposes, you shall promptly comply with any of our reasonable requests, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the ICO from time to time (where the UK GDPR applies to the transfer).

11. THIRD PARTY PROVIDERS

11.1

You acknowledge that the FilmHub Platform may contain links to and embed content from selected third party websites, platforms and/or resources (including third party local equipment hire recommendations). You acknowledge and agree that The Film Office does not control or endorse, and is not responsible for, any content, advertising, products, services or other materials on, transmitted from or available through such third party websites, platforms and/or resources (collectively “External Materials”), including without limitation the accessibility, accuracy, non-infringement, legality, decency, or any other aspect of the External Materials.

11.2

We make no representation, warranty or commitment around the External Materials and shall have no liability or obligation whatsoever in relation to your correspondence with any such third parties. We do not endorse or approve any third-party information or content of made available via the FilmHub Platform. Recommendations are for information only and we accept no liability whatsoever for any such recommendations.

11.3

You access the External Materials at your own risk. Save where expressly stated otherwise, we do not endorse or approve any External Materials or their operators. The use and access of such External Materials may be subject to different terms of use and privacy policies, which you are responsible for reviewing and complying with. You further acknowledge and agree that The Film Office shall not be liable for any damage or loss caused by or resulting from the access to, use of or reliance on any External Materials.

11.4

If you choose to engage with any third party providers, your contract will be with such third party providers and not with us.

12. OUR OBLIGATIONS

12.1

We will provide the FilmHub Platform substantially in accordance with the Documentation and perform the Services with reasonable skill and care.

12.2

The obligation at clause 12.1 shall not apply to the extent of any non-conformance which is caused by use of the FilmHub Platform or our Services contrary to our instructions, or modification or alteration of the Services by any party other than us or our authorised contractors or agents. If the FilmHub Platform or the Services do not conform with the foregoing undertaking, we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the obligation set out in clause 12.1.

12.3

We do not warrant that (a) your use of the FilmHub Platform will be uninterrupted or error-free; (b) that the FilmHub Platform, the Services, the Documentation and/or the information obtained by you through the Services will meet the your requirements; or (c) the FilmHub Platform will be free from Vulnerabilities or Viruses.

12.4

We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledges that the FilmHub Platform and the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

12.5

You acknowledge and agree that we are not the owner or licensor of any Location and we do not have control or ownership over the relevant property or access to such property. We are not responsible for, and have no liability in respect of, any inaccuracies in any Location’s listing, or for any acts or omissions of Licence Applicants or Property Licensors other than as expressly set out in these Terms or the relevant Location Hire Agreement.

12.6

Nothing in these Terms shall prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Agreement.

12.7

We warrant that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under these Terms.

13. YOUR OBLIGATIONS

13.1

You agree to:

provide to us all necessary cooperation in relation to the provision of the Services;
comply with the requirements and restrictions of any applicable Location Hire Agreement you enter into for a Location Hire;
promptly provide to us all necessary information (including answering any questions in relation to the Location) as may be requested by us from time to time;
without affecting your other obligations under these Terms, comply with all applicable laws and regulations with respect to your activities under these Terms;
carry out your responsibilities under these Terms and under any applicable Location Hire Agreement in a timely and efficient manner;
ensure that you and anyone authorised to use your Account uses the FilmHub Platform, the Services and the Documentation in accordance with these Terms and shall be responsible for any breach of this Agreement;
obtain and maintain all necessary licences, consents, and permissions necessary for us, our contractors and our agents to perform our obligations under this Agreement, including without limitation the Services;

13.2

If our performance of our obligations under these Terms is prevented or delayed by any act or omission of you, your agents, your subcontractors, your consultants or your employees, then, without prejudice to any other right or remedy we may have, we shall not be liable for such delay or non-performance and shall be allowed an extension of time to perform our obligations equal to the delay caused by the relevant act or omission.

14. PROPRIETARY RIGHTS

14.1

We (and/or our licensors as applicable) own all Intellectual Property Rights in the FilmHub Platform, the Services and the Documentation. Except where expressly stated, we do not grant you any rights to, under or in, any rights including Intellectual Property Rights in respect of the FilmHub Platform, the Services or the Documentation.

14.2

You shall own all right, title and interest in and to all of the Uploaded Data that is not personal data and you shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Uploaded Data.

14.3

You grant to us a worldwide, perpetual, irrevocable, sub-licensable, fully paid up, royalty-free, non-exclusive licence to use, copy, reproduce, modify and/or publish any Uploaded Data on any medium.

15. CONFIDENTIALITY

15.1

“Confidential Information” means all confidential information (however recorded or preserved) disclosed by a party or its representatives to the other party and that party's representatives in connection with these Terms, whether before or after the Effective Date, including:

information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs;
any information developed by a party in the course of carrying out its obligations under these Terms and each of you and we agree that details of the Services we provide to you shall constitute our Confidential Information; and
any other information that would reasonably be regarded as confidential by a reasonable business person.

15.2

The provisions of this clause 15 shall not apply to any Confidential Information which:

is or becomes generally available to the public (other than as a result of the receiving party or its representatives breaching this clause 15);
was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by obligations of confidentiality or otherwise prohibited from disclosing the information to the receiving party;
the parties agree in writing is not confidential or may be disclosed; or
is developed by or for the receiving party independently of the information disclosed by the disclosing party.

15.3

Each of we and you shall keep the other party's Confidential Information secret and confidential and shall not: (a) use such Confidential Information except for the purpose of exercising or performing our or your rights and obligations under or in connection with this Agreement; or (b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 15.

15.4

Each of we or you may disclose the other party's Confidential Information to those of our or your representatives on a need to know basis, provided that: (a) such representatives are informed of the confidential nature of the Confidential Information before disclosure; and (b) each of we and you are at all times responsible for the relevant representatives' compliance with the confidentiality obligations set out in this clause 15.

15.5

Each of we or you may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.

15.6

On termination or expiry of this Agreement, subject to clause 5, each of we and you shall:

subject to the obligations in clause 10, destroy (or if requested to do so return) to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;
erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
if requested to do so, certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority.

15.7

The provisions of this clause 15 shall continue to apply after termination or expiry of this Agreement.

16. INDEMNITY

16.1

You shall defend us, indemnify us and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with:

your use of the FilmHub Platform or the Services in breach of these Terms or any applicable Location Hire Agreement you have entered into;
your (or your Attendees) acts or omissions on a Location Site Visit; or
any claim that the Uploaded Data infringes the rights including Intellectual Property Rights of any third party.

16.2

We shall defend you against any claim that the use of the FilmHub Platform in accordance with these Terms infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:

you give us prompt notice of any such claim;
you do not make any admission, or otherwise attempt to compromise or settle the claim and provide reasonable co-operation us in the defence and settlement of such claim, at our expense; and
we are given sole authority to defend or settle the claim.

16.3

In the defence or settlement of any claim, we may procure the right for you to continue using or replace or modify the FilmHub Platform so that it becomes non-infringing or, if such remedies are not reasonably available, terminate these Terms on written notice to you without any additional liability or obligation to pay liquidated damages or other additional costs.

16.4

In no event shall we or our employees, agents and sub-contractors be liable to you to the extent that an alleged infringement is based on:

a modification of the Services or Documentation by anyone other than us;
your use of the Services or Documentation in a manner contrary to the instructions given to you by us; or
your use of the Services or Documentation after notice of the alleged or actual infringement from us or any appropriate authority.

16.5

The foregoing and clause 17.4 state your sole and exclusive rights and remedies, and our (including our employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

17. LIMITATION OF LIABILITY

17.1

17.1 Subject to clause 17.2, except as expressly and specifically provided in this Agreement:

we shall have no liability for any loss or damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction;
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and
the FilmHub Platform and Documentation are provided to you on an “as is” basis and we make no representations, warranties or guarantees, whether express or implied, that the content on the FilmHub Platform is accurate, complete, up to date or error-free.

17.2

Nothing in this Agreement limits or excludes the liability of a party:

for death or personal injury caused by its negligence;
for fraud or fraudulent misrepresentation or
any other liability which cannot be limited or excluded by applicable law.

17.3

Subject to clause 17.1 and clause 17.2, we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for:

loss of profits;
loss of business;
depletion of goodwill and/or similar losses;
loss or corruption of data or information (except personal data);
pure economic loss; or
any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement.

17.4

Subject to clause 17.1 and clause 17.2, our total aggregate liability to you in each Contract Year whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising under or in connection with this Agreement shall be limited to the greater of:

£1,000; and
the total Platform Commission we receive in respect of Location Hires either made by you as a Licence Applicant or in respect of your Location(s) as a Property Licensor in that Contract Year.

17.5

Nothing in these Terms excludes your liability for any breach, infringement or misappropriation of our Intellectual Property Rights.

18. TERM AND TERMINATION

18.1

Your Agreement with us shall commence on the Effective Date and shall continue until terminated in accordance with these Terms.

18.2

Without prejudice to any other remedy we may have, we may terminate the Agreement (and close your Account) and/or suspend your access to the FilmHub Platform (including delisting your Locations) with immediate effect by giving written notice to you if: (a) you fail to pay any amount due to us on the due date for payment and remain in default 14 days after being notified in writing to make such payment; (b) we reasonably suspect your use of the FilmHub Platform is in breach of this Agreement or applicable law or is causing a security issue.

18.3

Either we or you may terminate the Agreement (and close your Account):

with immediate effect by giving written notice to the other party if the other party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
for convenience on 30 days’ written notice to the other party, subject to the requirements of clause 8.4 (whereby the minimum listing period must first expire or be waived before termination can take effect pursuant to this clause 18.3(b)).

18.4

On termination or expiry of the Agreement (or part thereof) for any reason:

except where otherwise specified, all licences granted under the Agreement (or part thereof) shall immediately terminate and you shall immediately cease all use of the FilmHub Platform and the Documentation;
each of you and we shall return and make no further use of any equipment, property, documents and other materials (and all copies of them) belonging to the other party;
subject to our obligations under clause 5 (Data Protection), we may close your Account and destroy or otherwise dispose of any of the Uploaded Data in our possession;
we will invoice you for, and you shall pay, any outstanding Fees for all Services provided to you up to the date of termination or expiry;
unless otherwise specified, any Location Hire Agreement you have in place will continue in accordance with its terms; and
any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement (or part thereof) which existed at or before the date of termination shall not be affected or prejudiced.

19. NOTICES

19.1

Any notice given under or in connection with your Agreement with us shall be in writing and shall be:

delivered by hand or by pre-paid first-class post or other next working day delivery service at the address associated with your Account (if any) in respect of you or, in respect of us, to our registered office; or
sent by email to the email address associated with your account (in respect of you) or to the following email address (in respect of us):

filmhub@filmoffice.co.uk

19.2

Any notice shall be deemed to have been received: (a) if delivered by hand, at the time the notice is left at the proper address; (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or (c) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume, provided in each case no bounceback message is received.

19.3

This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

20. GENERAL

20.1

Survival. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect, including clauses 1, 9, 10, 14, 15, 17, 18.4, 19, 20.

20.2

Force majeure. We shall not be liable for any failure or delay in performing any of our obligations under our Agreement with you if such delay or failure results from events, circumstances or causes beyond our reasonable control, including: (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e) any law or action taken by government or public authority, including imposing an export or import restriction, quota or prohibition or failing to grant a necessary licence or consent; (f) collapse of buildings, fire, explosion or accident; (g) any labour or trade dispute, strikes, industrial action or lockouts; (h) non-performance by suppliers or subcontractors; (i) interruption or failure of any utility service, (a “Force Majeure Event”). In the event of a Force Majeure Event, our time for performance of our obligations shall be extended accordingly. We will contact you as soon as reasonably possible to notify you of the Force Majeure Event and its expected duration.

20.3

Variation. No variation of this Agreement shall be effective unless it is in writing and signed by each of you and us (or your and our authorised representatives).

20.4

Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

20.5

Rights and remedies. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

20.6

Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

20.7

Entire Agreement:

the Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter;
each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement; and
each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

20.8

Assignment. You shall not, without our prior written consent, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under your Agreement with us. We may, subject to clause 5, at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under the Agreement.

20.9

No partnership. Nothing in this Agreement is intended to or shall operate to create a partnership between you and us, or authorise either you or us to act as agent for the other party, and neither you nor us shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

20.10

Third party rights. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

20.11

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement. No counterpart shall be effective until each party has provided to the other at least one executed counterpart.

20.12

Governing law. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the laws of England.

20.13

Jurisdiction. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

APPENDIX 1 – FILMHUB SERVICES

PART 1 - Property Licensor Services

1.1. The Services we provide to you as a Property Licensor for all Locations will include the activities detailed in this Appendix 1.

2. Location Hire Administration

2.1 We will:

list the Location(s) on the FilmHub Location Library to enable enquiries and Location Hires to be made;
act as a point of contact for enquiries relating to your Location 24 hours a day, 365 days a year;
arrange and oversee access to your Location by Licence Applicants for all Location Site Visits and Location Hires;
manage Location Hire Agreements to be agreed with the Licence Applicant;
negotiate the Location Hire Fee with Licence Applicants and notifying you of the Location Hire Fee;
facilitate payment of the Location Hire Fee to you and notifying you of any outstanding amounts;
where appropriate, provide updates and briefings to you during a Location Hire;
if requested by you, facilitate an annual performance review to involve feedback from nominated representatives of us and you;
if requested by you, prepare an annual statement of account detailing all income and expenditure in respect of your Location; and
at our discretion, promote positive media attention around the use of your Location.

3. Licencing & Best Practice

3.1. We will provide reasonable support to:

ensure Licence Applicants are appropriately authorised for conducting Location Activities at the Location;
ensure Licence Applicants are aware of industry best practice and comply at all times during the Location Hire of your Location;
provide advice and support to you on health and safety, contracts, insurance requirements and other requirements for the compliant use of your Location; and
assist with minimising risk and disturbance to you, local residents, business and stakeholders including the management of risks around Location Activities.

4. Promotion and Marketing

4.1. We will actively promote your Location as a destination for the Location Activities and work with you to promote a positive image of the Location by:

taking high resolution photographs for display on the FilmHub Location Library (where agreed in writing in advance with you);
promoting (where appropriate to do so as determined by us in our sole discretion) your Location in our industry e-newsletters and social media;
where appropriate, working with you or your communications team to maximise positive media promotion of any Location Activities and mitigate any negative media; and
where appropriate, working with you or your authorised officers and relevant communication officers to contribute to positive media stories with regard to Location Activities as required.

5. Sustainability and Environmental Impact

5.1 We will:

work to ensure that Licence Applicants leave Locations as they found them;
aim to promote recycling methods both within our own environment and to incoming Licence Applicants as a preferred system of waste management; and
aim to promote green production including through use of reusable, recyclable and sustainable product and equipment.

6. Health and Safety

6.1. We shall use reasonable endeavours to procure that Licence Applicants will:

ensure all relevant Health and Safety Codes of Practice and Legislation that may apply to the Location and / or Location Activities are adhered to at all times; and
provide competent risk assessments and method statements for use of equipment or type of Location Activities; and
provide evidence of insurance policies (including Public Liability Insurance) to meet required levels for Location Activities.

7. Financial Management

7.1 We shall:

propose all Location Hire Fees in respect of the Locations in line with our pricing structure whilst aiming to maintain market competitiveness unless agreed in writing; and
be responsible for invoicing and collecting all Fees from Licence Applicants; and
be responsible for debt management and recovery and track all late Location Hire Fees from Licence Applicants; and
enable Licence Applicants to make Location Hires and pay Location Hire Fees in advance via a secure online booking and payment system.

APPENDIX 2 – DATA PROCESSING PARTICULARS

Part 1 – User Personal Data, where we act as processor

Scope and nature of processing: Processing of personal data in order to provide the FilmHub Platform and Services to Users.

Purpose of processing: In order for us to fulfil the Agreement with Users including delivery of the Services and FilmHub Platform and providing service updates to Users, and for archival and record-keeping purposes.

Duration of processing: The duration of the provision of the Services and a reasonable duration after their conclusion for record-keeping and archival purposes.

Types of personal data: Names, surnames, email addresses, phone numbers, addresses, property geographical location, property description, job titles.

Data subjects: Users of the Platform and/or Services.

Part 2 – Marketing Personal Data, where we act as controller

Types of personal data: Names, email addresses, phone numbers, addresses

Data subjects: Users of the Platform and/or Services.

Processing activities: Storing the personal data in a CRM system and using it to communicate with data subjects from time to time for sales, marketing, or project legacy purposes.