1 : Definitions
Client means any professional, a person or a company, private or public, requesting the Services proposed by Vertigo. Order means a written statement on behalf of Client stating his needs in terms of services from Vertigo. Order Form can be in the form of an email message. Product means film sold by Vertigo to Client on which appear the images resulting from the Services. Equipment means any equipment or accessories required for the provision of Services by Vertigo in order to produce the Product. Services means the shooting of scenes from aircraft.
2 : Object
General conditions of provision of Services (referred to herein as General Conditions) define the terms and conditions of the provision of Services and the delivery of the Product produced by Vertigo.
3 : Application and Opposability of the General Conditions
The General Conditions are systematically addressed or handed over to each Client to enable him to place an order. Consequently, the placement of an order implies the complete acceptance, without any exceptions of the General Conditions by the Client, excluding any other document such as prospectus or catalogues, mail or emails edited by Vertigo, which may only have an indicative value. No particular conditions shall prevail over the General Conditions, unless Vertigo gives its formal acceptance in writing. The Client may not oppose any contrary condition to Vertigo, no matter when it is brought to its knowledge, unless it has been expressly accepted by Vertigo in writing. Failure by Vertigo to call for, at any given moment, compliance with any of the provisions under General Conditions shall not be interpreted as a waiver of its rights in the future to enforce the terms of the General Conditions.
4 : Order
Prior to any order, Vertigo will, on Clients request, elaborate and provide the Client with an estimate of the provision of Services based in particular on the rental of Equipment, the number of shooting days and the number of people required for the execution of the job (the Cost Estimate). Any order shall become final only once it has been confirmed by the Client, in a manner deemed sufficient by Vertigo, and after payment of a first installment equal to fifty percent (50%) of the total projected amount (tax included) quoted. It is expressly provided that the total projected amount quoted, is an estimated value. The final price shall depend upon Services provided, taking into account rented equipment, number of working days and the number of people required for the completion of the job. The price does not include the following: rentals of camera items (lenses, body of the camera, film, tapes, filter, etc..), expenses for the crew (hotel, meals, per diems, taxi, etc..), the cost of accessories to camera, the expenses for keeping equipment & aircraft (If needed) in a safe place. Any amendment, variation or termination of an Order made by the Client must be confirmed by Vertigo which shall determine the consequences of such amendment or termination on the Cost Estimate). The Order is issued for the personal benefit of the Client and shall not be assigned without the written consent of Vertigo. ANY REQUEST FOR A PERMIT OF FLIGHT ARE THE RESPONSIBILITY OF THE CLIENT AND IN NO WAY SHALL VERTIGO BE HELD LIABLE IF VERTIGO IS UNABLE TO PROVIDE THE QUOTED SERVICES DUE TO LACK OF SUCH PERMITS. In any case Vertigo will not be held liable for not being allowed to do the job by local aviation authorities, or any other authorities involved. The Client shall bear termination fees for the amount of fifty per cent (50%) of the Order form in the event of termination of its Order at least two days (2) prior to the date of execution of quoted Services referred to on the Order Form. If, after the two days (2) deadline, prior to the date of execution of the Services referred to on the Order Form, the Client terminates, the termination fees shall amount to one hundred per cent (100%) of the total amount (all taxes included) of the Order Form. UNDER NO CIRCUMSTANCES, WILL VERTIGO BEAR THE LIABILITY OF THE CONSEQUENCES OF BAD WEATHER CONDITIONS ON THE EXECUTION OF THE SERVICES. If the Client wishes to change dates of services due to any reason other than Vertigos inability to provide said service, the following shall apply: If shooting date is changed more than two (2) days prior to confirmed date(s), a standby fee of 20% shall apply to each and every date changed. If shooting date is changed less than two (2) days prior to confirmed date(s) a standby fee of 50% shall apply. Standby fees are applicable to both equipment and personnel.
5 : Price
The provision of Services is executed in accordance with the price in force at the moment of the submission of the Order Form. In the event of the amendment or termination requested by the Client, the financial conditions of such amendment or termination shall be amended by Vertigo. If the first installment paid by the Client is found to be more than final total of invoice, after amendments due to change or termination by Client, Vertigo shall refund difference within 15 days of invoice date. On the date of the delivery of the Product, an invoice relating to the execution of the Provision of Services and the delivery of the Product shall be issued and delivered to the Client.
6 : Payment
6.1 : Payment conditions
Unless otherwise provided, the Price shall be paid in accordance with fifty per cent (50%) on the date of submission of the Order Form and fifty per cent (50%) within 15 days following the date of the invoice (the Date of Payment). The price is paid by the means given to the Client by Vertigo. Under no circumstances shall the payments be suspended or assigned without prior agreement by Vertigo. Any part payment shall cover in priority the unsecured part of the receivable and, then, the oldest amount due. The Client shall reimburse all litigation expenses incurred to recover the amount due.
6.2 : Failure to pay
In the event of failure to pay on the Date of Payment, Vertigo may terminate the agreement of Provision of Services. The termination shall cover not only the order in progress but also all past orders remaining unpaid, whether already performed or in progress, and whether their payment is already due or not yet due. In case of payment by installments, upon failure to pay one installment, the total amount of the debt shall be paid immediately, without prior notice. Upon any occurrence of the events described above, the amount due for any other Provision of Services shall be paid immediately unless otherwise decided by Vertigo.
7 : Equipment
The execution of the Services requires the use of the Equipment, which is rented to the Client in accordance with the Order Form for a set term. Each rental day shall be due, until the complete return of the Equipment in good condition, including the return day. No discount shall be granted in the case of Equipment immobilization, occurring for any reason, including customs difficulties, strikes, seizure, etc. Any extension of the duration of the rental of the Equipment shall be subject to the prior agreement by Vertigo and the availability of the Equipment. The price shall be the price in force on the day of the extension. If applicable, the Client shall bear the costs in connection with security of the consigned/leased Equipment to the Client. During non-shooting hours, nights as well as holidays and non-working days, the equipment shall be placed under surveillance in a secure area at the expense of the Client.
8 : Delivery
8.1 : Terms and Conditions
The provision of Services shall be executed and the Product shall be delivered in accordance with the terms and conditions referred to on the Order Form on the date defined on the Order Form, unless amended by the request of the Client and acceptance by Vertigo.
8.2 : Receipt
In case of absence of conformity, the Client shall send all necessary statements and requests related to the absence of conformity of the execution of the Provision of Services and the delivery of the Product with those ordered, by registered post with request for acknowledgement of receipt to Vertigo within eight (8) calendar days from the provision of Services and/or the delivery of Product. The Client shall provide proof of the alleged absence of conformity. The Client shall enable Vertigo to establish the absence of conformity and to find a solution. The Client shall restrain from intervening himself or calling upon a third partyintervene in that respect.
9 : Retention of title -Transfer of title
Under all circumstances, Vertigo retains title to the Product until the Price has been paid in full. Vertigo is entitled to repossess the Product without prior notice and upon belief that payment terms, warranty and maintenance were not complied with. The Client personally undertakes towards Vertigo not to dispose of the Product by any means, whether by full title, security or pledge of the Product prior to full payment of the Price. Upon delivery of the Product, the Client is held liable, whether or not he has the ownership of the Product, of all exposure to damage, loss, part or full destruction, no matter the origin of damage, even if this results from an accident or force majeure. In the case where the above described event occurs, in addition to the payment of the cost of restoring the Products to their original condition, the Client shall pay a penalty for termination as provided in the agreement, amounting to 30% of the Price. Vertigo shall be entitled to request specific performance of the terms of General Conditions and the payment of the outstanding balance of the Price despite the repossession of the Product. In this event, the Product shall not be delivered until the Price has been paid in full.
10 : Intellectual property
The Client has the exclusive ownership of the intellectual property rights with regards to the Product. Such rights are protected under the provisions relating to the intellectual property laws. If Client defaults on payments resulting from the provisions of Services completely, intellectual property rights shall be the ownership of Vertigo.
11 : Liabilities
11.1 : Liability’s scope
The Parties agree that Vertigo shall be bound by a contractual obligation to use its best endeavours to execute the provision of Services and/or deliver the Product but shall not guarantee any result. Vertigo undertakes to execute the Provision of Services with diligence, care, in a professional manner and in accordance with the description made on the Order Form. In addition, Vertigo shall not be liable for non obtention of flight permits by the Client.
11.2 : Exclusion
Vertigo shall not be liable for any incident causing shooting to cease at any time, for any incident occurring on the films/digital media or on any other support, thus making additional shooting necessary. Vertigo is not liable for defaults resulting from incorrect use, accident, modification, use in a physically or operationally unsuitable or inappropriate environment, inappropriate maintenance by the Client, of product modification or malfunction of equipment or default caused by a product which Vertigo is not liable for.
11.3 : Equipment
The Client shall be responsible for any and all damages to the equipment,arising from use or misuse by any of Clients personnel or caused by the Clients personnel, at any time during or prior to or after the provision of Service, while Clients personnel is handling the Equipment in any way. It is the Clients responsibility that only those directly involved with the operation of provision of Service, use, handle or otherwise are in touch with rented equipment. The equipment is delivered in an full working state, and Vertigo is only obligated in the case of any malfunction of rented equipment after installation to repair said equipment. Vertigo is in no way liable to any costs arising from suchmalfunction.
12 : Specific provisions
Due to the dangerous nature of aerial shooting with a helicopter the Client will print safety instructions and attach to the production call sheet for the day of the shooting. In the absence of a call sheet, the Client shall insure that all those involved, shall be made aware of safety instructions. Failure of the Client to inform each and everyone (excluding Vertigo staff) involved in the event, shall in no way cause Vertigo to be liable for any and all accidents to crew and personnel of the Client, or those directly or indirectly involved, including spectators. It is the Clients responsibility to secure all premises being used in the provision of the Service. In the event that any clause of these General Conditions becomes void, avoidable, unenforceable, invalid, illegal or inapplicable, the validity of the other clauses of these General Conditions shall not be affected. Failure of either party to respect its obligations under the provisions of the General Conditions shall not amount to a waiver of its rights in the future to enforce the terms of the General Conditions. In case of conflict of construction between the headings of the clauses and the clauses themselves, the headings shall prevail.
13 : Applicable law and jurisdiction
The General Conditions are governed by Icelandic law. Any dispute arising out of or in connection with the construction and the execution of the General Conditions shall be exclusively decided by the relevant court, in Reykjavik Iceland.
14 : Acceptance
By placing an Order the Client expresses consent and acceptance of these terms and conditions.