ORAMA PRODUCTIONS LTD
STANDARD TERMS AND CONDITIONS
The following terms and conditions (the "Agreement") govern all engagements between Orama Productions Ltd ("Orama", "we", "us", or "our") and the client ("Client", "you", or "your"). By engaging Orama to provide content production services (the "Services" or "Work"), Client agrees to be bound by these terms.
1. FEES AND PAYMENT
1.1 All fees (the "Fee") are quoted exclusive of Value Added Tax (VAT), sales tax, or any other applicable taxes or levies. Client shall pay all such additional amounts.
1.2 A non-refundable deposit of 50% of the total Fee is required before Orama commences any Work. The remaining balance is due upon delivery of the final deliverables or as otherwise specified in the project proposal.
1.3 Payment terms are net 15 days from the date of invoice unless otherwise agreed in writing. Invoices not paid within this period will accrue interest at the rate of 8% per annum above the Bank of England base rate, calculated daily from the due date until payment is received in full.
1.4 Orama reserves the right to suspend or terminate Services immediately if any invoice remains unpaid beyond 30 days. In such cases, all outstanding amounts become immediately due and payable in full.
1.5 Until full payment is received, Orama retains all rights to the Work and no license or usage rights are granted. Client shall not use, publish, or distribute any Work until all Fees have been paid in full.
2. SCOPE OF WORK AND AMENDMENTS
2.1 The scope and deliverables for each project will be agreed in writing prior to commencement. Any requests for work outside the agreed scope will be subject to additional fees at Orama's prevailing rates.
2.2 The Fee includes up to two (2) rounds of revisions for each deliverable. Additional revision rounds will be charged at £150 per hour or as otherwise quoted.
2.3 All travel, accommodation, and location-related expenses must be approved in writing by Client before being incurred and will be invoiced separately at cost plus 15% handling fee.
3. CLIENT OBLIGATIONS
3.1 Client shall provide Orama with all information, materials, access, approvals, and cooperation reasonably required to perform the Services within the timescales specified by Orama.
3.2 Failure by Client to provide required materials or approvals within 5 working days of request may result in project delays. Orama shall not be liable for any delays caused by Client's failure to fulfill its obligations.
3.3 Client warrants that all content, materials, and information provided to Orama: (a) do not infringe any third-party intellectual property rights; (b) do not violate any applicable laws or regulations; and (c) do not contain defamatory, obscene, or otherwise unlawful content.
3.4 Client shall indemnify and hold harmless Orama against all claims, damages, costs, and expenses arising from any breach of Client's warranties or obligations under this Agreement.
3.5 Client is responsible for obtaining all necessary releases, permissions, and clearances for locations, talent, music, trademarks, and any other third-party rights required for the production and intended use of the Work.
4. INTELLECTUAL PROPERTY AND USAGE RIGHTS
4.1 All intellectual property rights in the Work, including but not limited to raw footage, outtakes, B-roll, working files, and preliminary versions, shall remain the exclusive property of Orama at all times.
4.2 Upon receipt of full payment, Orama grants Client a non-exclusive, non-transferable license to use the final delivered Work for the following purposes only (the "Licensed Usage"): (a) Online distribution via Client's owned social media channels, website, and email communications; and (b) Internal communications within Client's organization.
4.3 The Licensed Usage specifically excludes: (a) Broadcast (television, radio, cinema); (b) Paid advertising or promotional campaigns; (c) Third-party distribution or syndication; (d) Resale or sublicensing; (e) Use in training materials, courses, or educational products offered for sale; (f) Integration into Client's own products or services; and (g) Any commercial use beyond those explicitly permitted in clause 4.2.
4.4 Extended or additional usage rights may be granted upon payment of additional licensing fees to be negotiated separately for each use case.
4.5 Orama retains the perpetual right to use the Work (or portions thereof) for its own promotional purposes, including but not limited to: portfolio, showreel, case studies, social media, website, and promotional materials. Client agrees that Orama may identify Client's name and logo in such promotional materials unless Client provides written objection within 14 days of project completion.
4.6 Where Orama incorporates third-party materials (stock footage, music, graphics, etc.) into the Work, Client acknowledges that separate licenses may apply and additional fees may be required for extended usage beyond the Licensed Usage.
4.7 Client shall not modify, adapt, edit, or create derivative works from the Work without Orama's prior written consent, which may be granted subject to additional fees.
5. LIMITATION OF LIABILITY
5.1 Orama shall not be liable for any loss, damage, or expense whatsoever arising from: (a) Loss, damage, destruction, or theft of any equipment or property at the filming location or during travel; (b) Use of Client-provided equipment or facilities; (c) Acts or omissions of third parties including talent, venue operators, or other contractors; (d) Any public liability matters or requirements relating to the filming location or production activities.
5.2 Client acknowledges that all filming locations, equipment usage, talent management, and production safety matters are Client's responsibility unless explicitly agreed otherwise in writing.
5.3 To the maximum extent permitted by law, Orama's total aggregate liability under this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total Fees paid by Client for the specific project giving rise to the claim.
5.4 Orama shall not be liable for any indirect, consequential, special, or punitive damages including but not limited to loss of profits, loss of business, loss of revenue, loss of data, or loss of reputation, even if advised of the possibility of such damages.
5.5 Orama carries professional indemnity insurance with a limit of £1,000,000. Client acknowledges that this represents the maximum coverage available for claims arising from the Services.
5.6 Any claim against Orama must be notified in writing within 30 days of the event giving rise to the claim, failing which the claim shall be deemed waived and unenforceable.
6. DATA STORAGE, ARCHIVING, AND CLIENT RESPONSIBILITIES
6.1 Following completion and delivery of the Work, project files will remain accessible in active storage for 3 months (the "Active Period").
6.2 After the Active Period, files will be transferred to archive storage for an additional 9 months (the "Archive Period"), making a total retention period of 12 months from project completion.
6.3 At the end of the Archive Period, all project files including raw footage, project files, and deliverables will be permanently deleted from Orama's systems without further notice to Client.
6.4 Client is solely responsible for maintaining backup copies of all project files and deliverables. Orama strongly recommends that Client downloads all final deliverables and any required source materials during the Active Period.
6.5 Orama shall not be liable for any loss or corruption of data arising from hardware failure, cloud storage provider failures, cyber attacks, or any other cause beyond Orama's reasonable control.
6.6 File transfers to Client exceeding 10GB will be subject to an additional handling fee of £75 per transfer or as otherwise quoted. Client is responsible for providing adequate storage capacity and download capability.
6.7 Requests to retrieve files from archive storage during the Archive Period will be subject to a retrieval fee of £200 per request plus any associated data transfer fees.
6.8 Extended storage beyond the 12-month retention period may be arranged for an additional monthly fee of £150, subject to Orama's acceptance and available storage capacity.
7. CONFIDENTIALITY
7.1 Each party agrees to maintain in confidence any proprietary or confidential information disclosed by the other party in connection with this Agreement.
7.2 This obligation shall not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was already in the receiving party's possession without obligation of confidentiality; (c) is independently developed by the receiving party; or (d) must be disclosed by law or court order.
7.3 The confidentiality obligations shall survive termination of this Agreement and continue for a period of 3 years thereafter.
7.4 Notwithstanding the above, Orama's right to use the Work for promotional purposes as set out in clause 4.5 shall not be restricted by this confidentiality clause unless Client provides specific written objection.
8. NON-SOLICITATION OF COLLABORATORS
8.1 All freelance collaborators, contractors, and crew members (collectively "Collaborators") engaged by Orama for Client's projects shall be paid exclusively through Orama. Client shall not make any direct payments to Collaborators.
8.2 For a period of 18 months following the last date on which any Collaborator provided services to Client through Orama (the "Restricted Period"), Client agrees not to: (a) directly engage, employ, or contract with any such Collaborator; (b) solicit or encourage any such Collaborator to terminate their relationship with Orama; or (c) accept any solicitation from any such Collaborator to work directly with Client.
8.3 Client shall immediately notify Orama in writing if any Collaborator attempts to solicit direct engagement or proposes working with Client outside of Orama's involvement.
8.4 If Client engages any Collaborator during the Restricted Period without Orama's prior written consent, Client shall pay Orama a placement fee equal to 30% of the total project value for which the Collaborator is engaged, with a minimum fee of £5,000.
8.5 The placement fee shall be payable within 14 days of Client's engagement of the Collaborator, whether or not the engagement was solicited by Client.
9. CANCELLATION, POSTPONEMENT, AND RESHOOTS
9.1 If Client cancels or postpones a confirmed production date, or if reshoots are required due to circumstances outside Orama's reasonable control, the following cancellation fees shall apply in addition to any expenses already incurred:
(a) Less than 5 working days' notice: 100% of the Fee
(b) 5 to 10 working days' notice: 75% of the Fee
(c) 11 to 20 working days' notice: 50% of the Fee
(d) More than 20 working days' notice: 25% of the Fee
9.2 Cancellation fees are non-refundable and payable within 7 days of cancellation notice.
9.3 In addition to cancellation fees, Client shall reimburse Orama for all non-refundable costs and expenses incurred including but not limited to Collaborator fees, equipment rentals, location fees, travel bookings, and permits.
9.4 If Client postpones rather than cancels, the cancellation fee shall be credited toward the rescheduled production date, provided the new date is confirmed within 60 days of the original date. If no rescheduled date is confirmed within 60 days, the full cancellation fee becomes payable immediately.
10. PROJECT FEEDBACK AND COMPLETION
10.1 Upon delivery of any draft or deliverable, Client shall provide consolidated written feedback within 10 working days.
10.2 If Client fails to provide feedback within 10 working days, Orama will send a reminder notice. If no feedback is received within 5 additional working days after the reminder (15 working days total), the deliverable shall be deemed accepted and the project phase deemed complete.
10.3 Any requests for amendments or revisions after a project phase has been deemed complete under clause 10.2 shall constitute a new project and will be subject to separate fees at Orama's prevailing rates.
10.4 Client acknowledges that failure to provide timely feedback may result in project delays for which Orama shall not be liable.
10.5 Final deliverables shall be deemed accepted 5 working days after delivery unless Client provides written notice of specific defects or non-conformance with the agreed specifications.
11. SUBSCRIPTION SERVICES
11.1 Where Services are provided on a monthly subscription basis, the subscription shall continue on a rolling monthly basis until terminated by either party.
11.2 Subscriptions must be cancelled with a minimum of one full calendar month's written notice. Notice of cancellation must be provided before the first day of the month to be effective for that month.
11.3 For example, notice provided on or before 31st January will result in cancellation effective 28th/29th February. Notice provided on 1st February or later will result in cancellation effective 31st March.
11.4 Upon cancellation, full payment for the notice period remains due. Subscription fees are non-refundable including for unused services within the notice period.
11.5 Orama reserves the right to increase subscription fees upon 60 days' written notice to Client. If Client does not accept the increased fees, Client may terminate the subscription without penalty by providing written notice within 30 days of receiving notification of the fee increase.
12. FORCE MAJEURE
12.1 Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is due to circumstances beyond its reasonable control ("Force Majeure Event").
12.2 Force Majeure Events include but are not limited to: acts of God, extreme weather, fire, flood, earthquake, pandemic, epidemic, war, terrorism, riot, civil unrest, strikes, lock-outs, government actions or restrictions, failure of utilities or telecommunications, and cyber attacks.
12.3 The affected party shall notify the other party as soon as reasonably practicable of the Force Majeure Event and its expected duration. The affected party shall use reasonable efforts to mitigate the effects of the Force Majeure Event.
12.4 If a Force Majeure Event continues for more than 30 days, either party may terminate this Agreement upon written notice without liability, except that Client shall remain liable for all Fees for Services completed prior to termination.
13. TERMINATION
13.1 Either party may terminate this Agreement immediately upon written notice if the other party: (a) commits a material breach of this Agreement and fails to remedy such breach within 14 days of written notice; (b) becomes insolvent or enters into liquidation, administration, or bankruptcy; or (c) ceases to carry on business.
13.2 Orama may terminate this Agreement immediately if Client fails to pay any undisputed invoice within 30 days of the due date.
13.3 Upon termination for any reason: (a) Client shall immediately pay all outstanding Fees and expenses; (b) Orama shall deliver all completed Work for which payment has been received in full; (c) Orama shall have no obligation to deliver any incomplete Work; and (d) all licenses granted to Client shall immediately terminate except for Work that has been fully paid for.
13.4 If Client terminates this Agreement without cause, Client shall pay Orama: (a) all Fees for completed Work; (b) 50% of Fees for Work in progress; and (c) all non-refundable expenses incurred or committed.
13.5 Clauses relating to payment, intellectual property, confidentiality, limitation of liability, and governing law shall survive termination of this Agreement.
14. WARRANTIES AND REPRESENTATIONS
14.1 Orama warrants that: (a) it has the right and authority to enter into this Agreement and grant the licenses herein; (b) the Services will be performed with reasonable skill and care; and (c) the Work will not infringe any third-party intellectual property rights to the best of Orama's knowledge, subject to Client's provision of accurate information regarding third-party materials.
14.2 Except as expressly set out in this Agreement, all warranties, conditions, and terms, whether express or implied by statute, common law, or otherwise, are excluded to the fullest extent permitted by law.
14.3 Orama does not warrant that the Services will be uninterrupted or error-free, or that the Work will meet Client's requirements unless those requirements have been expressly agreed in writing.
14.4 Client's sole remedy for breach of warranty shall be re-performance of the deficient Services or, at Orama's option, a pro-rata refund of Fees paid for the deficient portion of the Services.
15. DISPUTE RESOLUTION
15.1 In the event of any dispute arising out of or in connection with this Agreement, the parties shall first attempt to resolve the dispute through good faith negotiations for a period of 14 days.
15.2 If the dispute cannot be resolved through negotiation, the parties agree to attempt resolution through mediation administered by the Centre for Effective Dispute Resolution (CEDR) before commencing court proceedings.
15.3 The costs of mediation shall be shared equally between the parties unless otherwise agreed by the mediator.
15.4 Nothing in this clause shall prevent either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction.
16. ASSIGNMENT AND SUBCONTRACTING
16.1 Client may not assign, transfer, or sublicense any of its rights or obligations under this Agreement without Orama's prior written consent, which may be withheld at Orama's absolute discretion.
16.2 Orama may freely assign this Agreement or subcontract any or all of its obligations to qualified third parties, provided that Orama remains responsible for the performance of the Services.
16.3 Any purported assignment by Client in violation of this clause shall be void and of no effect.
17. GENERAL PROVISIONS
17.1 Entire Agreement: This Agreement, together with any written project proposals or statements of work, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements, whether written or oral.
17.2 Amendments: No amendment, modification, or waiver of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.
17.3 Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
17.4 Waiver: No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. No waiver shall be effective unless made in writing.
17.5 Notices: All notices under this Agreement shall be in writing and sent by email or registered post to the addresses specified in the project proposal. Notices shall be deemed received: (a) if by email, upon confirmation of transmission; (b) if by post, 3 working days after posting.
17.6 Third Party Rights: No third party shall have any right to enforce any provision of this Agreement under the Contracts (Rights of Third Parties) Act 1999.
17.7 Relationship: Nothing in this Agreement shall create or be deemed to create a partnership, joint venture, agency, or employment relationship between the parties. Each party is an independent contractor.
18. GOVERNING LAW AND JURISDICTION
18.1 This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.
18.2 Subject to the dispute resolution provisions in clause 15, the parties irrevocably agree that the courts of England and Wales 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).
ACCEPTANCE
By engaging Orama Productions Ltd to provide Services, making payment, or otherwise commencing a project with Orama, Client acknowledges that Client has read, understood, and agrees to be legally bound by these Terms and Conditions in their entirety.
These Terms and Conditions were last updated on 19 January 2026.
For questions regarding these Terms and Conditions, please contact Orama Productions Ltd.
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