Blood Orange Ltd — Production Terms and Conditions
Effective from: 17th April 2025
These Terms and Conditions (“Agreement”) apply to all services provided by Blood Orange Ltd (“Blood Orange”, “we”, “our”, or “the Producer”) to any client (“Client”, “you”). By accepting a quote and/or paying a deposit, the Client agrees to these Terms and Conditions, which shall govern the relationship between Blood Orange and the Client.
1.0 DEFINITIONS AND INTERPRETATION
1.1 “Project” means the project detailed in the Scope of Work accompanying the Quote.
1.2 “Scope of Work” means the schedule or email which outlines the specific deliverables, timeframe, budget, and production details.
1.3 “Delivery Materials” means all video, audio, photographic, or other content deliverables created during the Project.
1.4 “Personal Data”, “Processing”, “Controller”, “Processor”, and other data protection terms have the meanings as defined under applicable Data Protection Legislation.
1.5 “Background IPR” means any intellectual property rights owned by either party prior to or independently of the Project.
1.6 “Foreground IPR” means any intellectual property rights created during the delivery of the Project.
1.7 “Engagement Day” means any day worked on or scheduled for the Project including shoot days, edit days, pre-production days, strike days, etc.
2.0 MUTUAL COOPERATION
2.1 Blood Orange will use its best efforts to fulfil and exceed the Client’s expectations for the Project.
2.2 The Client agrees to cooperate with Blood Orange and provide any information, approvals, assets or materials needed to complete the Project on schedule.
2.3 Should the Client request additional features, functionality, deliverables or changes outside of the Scope of Work, Blood Orange reserves the right to issue a revised quote and schedule.
2.4 Projects that remain inactive for longer than forty-five (45) days due to Client delays may incur fees to resume work at Blood Orange’s discretion.
3.0 THE EDITING PROCESS
3.1 Blood Orange will provide up to three (3) rounds of edits per video deliverable.
3.2 Additional editing work or further revisions beyond three rounds will be billed at Blood Orange’s current editing rate unless otherwise agreed in writing.
3.3 Feedback and revision requests must be made via Frame.io where possible. If feedback is submitted via other means (e.g., email), Blood Orange may require it to be resubmitted via Frame.io.
3.4 Both parties agree to adhere to agreed timelines. Delays caused by the Client including but not limited to late feedback or failure to provide necessary materials, may result in adjustments to the overall timeline and additional fees.
3.5 Blood Orange retains project files for 60 days after final delivery. Retrieval after this period may incur additional charges. Blood Orange accepts no responsibility for retaining files beyond this period unless expressly agreed in writing.
4.0 TERMS OF PAYMENT
4.1 A 50% deposit is payable upon acceptance of the quote. The remaining 50% is payable within 30 days of project completion.
4.2 Draft versions will be watermarked and final unwatermarked versions will only be delivered once full and final payment has been made.
4.3 In the event that any payment due under this Agreement is not received by the due date, the Client shall be liable to pay a late payment fee of £150.00. In addition, interest shall accrue on the overdue amount at a rate of 8% per annum above the Bank of England base rate, calculated daily from the due date until the date payment is received in full. This clause is without prejudice to Blood Orange’s statutory rights under the Late Payment of Commercial Debts (Interest) Act 1998.
4.4 If Blood Orange incurs legal costs in recovering unpaid sums, the Client agrees to reimburse all such costs.
4.5 Expenses related to the Project may be invoiced separately and/or requested in advance.
5.0 VARIATION, AMENDMENTS AND CANCELLATION
5.1 If the Client wishes to amend or vary the Scope of Work, they must inform Blood Orange in writing as soon as possible. Blood Orange will make reasonable efforts to accommodate such changes, and any additional costs will either be invoiced separately or added to the final invoice at Blood Orange’s discretion.
5.2 Cancellation fees apply as follows:
- 8+ days before engagement: No charge
- 7–4 days: 50% of Project Fee
- 3–2 days: 75% of Project Fee
- 1 day or same day: 100% of Project Fee
For these purposes, “Engagement Day” includes any pre-production days, travel days, recce days, pre-light days, shoot days, strike days, edit days, or other scheduled working days. Notice is calculated based on calendar days, including weekends.
5.3 All non-refundable costs incurred by Blood Orange are chargeable upon cancellation.
5.4 Licensed music purchased but later discarded remains chargeable.
5.5 For animation projects, script and storyboard sign-off is required before production. Significant changes after sign-off may incur additional costs.
5.6 If adverse weather conditions or other environmental factors may affect the Project, it is the Client’s responsibility to notify Blood Orange in writing if they wish to reschedule. Any rescheduling will be subject to Blood Orange’s availability. Any additional costs arising from rescheduling, including but not limited to crew, location hire, equipment hire, and travel expenses, will be chargeable to the Client.
6.0 DATA PROTECTION
6.1 Blood Orange complies with all applicable Data Protection Legislation.
6.2 The Client is the Data Controller and Blood Orange is the Data Processor for Personal Data related to the Project.
6.3 Blood Orange shall:
- Process Personal Data solely for delivering the Project;
- Maintain appropriate technical and organisational measures;
- Keep Personal Data confidential;
- Notify the Client of any data breach within 24 hours;
- Seek Client consent before transferring data outside the UK/EEA.
6.4 Full Data Protection Terms are available at https://www.bloodorangefilm.com/gdpr or upon request.
7.0 CONFIDENTIALITY
7.1 Both parties agree to maintain the confidentiality of commercially sensitive information disclosed during the Project.
7.2 Confidentiality obligations survive the end of the Project.
8.0 INTELLECTUAL PROPERTY RIGHTS
8.1 Background IPR remains the property of the originating party.
8.2 Blood Orange owns all Foreground IPR until full payment is made.
8.3 Upon full payment, Foreground IPR in the final Deliverables transfers to the Client.
8.4 Blood Orange may use Project Deliverables for its own promotional purposes unless agreed otherwise.
8.5 The Client must ensure third-party materials provided are appropriately licensed.
8.6 The Client warrants that any materials, locations, appearances, trademarks, artworks, or other content captured or incorporated into the Deliverables are properly cleared, licensed, or authorised for use. Blood Orange Ltd shall not be liable for any claims, damages, or expenses arising from the Client’s failure to secure such permissions. The Client agrees to indemnify Blood Orange Ltd against all costs, claims, or losses arising from any breach of this warranty.
8.7 Blood Orange may use the Client’s name and logo for promotional use.
8.8 Rushes and working files remain Blood Orange property unless otherwise agreed. If Blood Orange agrees to supply rushes to the Client, the Client will be liable for additional costs, as well as postage or courier services charged at cost plus a reasonable handling fee.
8.9 Blood Orange retains the exclusive first option to quote for additional related content.
9.0 LIMITATION OF LIABILITY
9.1 Neither party limits liability for death, personal injury, or fraud.
9.2 Blood Orange’s liability is capped at 150% of total fees paid.
9.3 Blood Orange is not liable for indirect or consequential losses.
10.0 TERM AND TERMINATION
10.1 These Terms apply from quote acceptance and/or deposit payment until completion of the Project.
10.2 Either party may terminate on 60 days’ written notice.
10.3 Immediate termination rights arise for material breach, insolvency, or non-payment.
10.4 On termination, all sums due and non-cancellable commitments must be paid.
11.0 GENERAL PROVISIONS
11.1 This Agreement is governed by the laws of England and Wales.
11.2 These Terms constitute the entire agreement between the parties.
11.3 Assignment is not permitted by the Client without Blood Orange’s written consent.
11.4 Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay results from events beyond its reasonable control. This includes but is not limited to acts of God, natural disasters, pandemics, terrorism, war, or government action.
11.5 If any provision is found invalid, the rest shall remain in force.
11.6 No partnership or joint venture is created.
11.7 Notices must be sent by email or recorded delivery post.
11.8 Disputes shall first be referred to mediation before litigation.
By accepting a Quote and/or paying a Deposit, you confirm that you have read, understood, and agreed to be bound by these Terms and Conditions.