1. Definitions
In these terms and conditions, unless the context otherwise requires:
1.1. Consumer means any individual who acquires Ronin’s services wholly or predominately for personal, domestic or commercial use.
1.2. Customer means any person or entity requesting Ronin to provide Services.
1.3. Ronin means Ronin Flicks Ltd of Auckland, New Zealand
1.4. Photographer means a representative of Ronin with a camera equipment taking photo(s), recording video(s) with audio.
1.5. Photograph(s) means still images or video images.
1.6. Drone means aerial photography and or videography.
1.7. Agreed Fee means the fees estimated by Ronin in any quotation once accepted by the Customer.
1.8. Materials means any goods, chattels, items or things, including but not limited to any photographs, documents (whether digital or hard copy), tapes, videos, films, footage, props and equipment provided by the Customer to Ronin for the purposes of Ronin supplying the Services.
1.9. Raw Footage means master footage recorded by Ronin as part of provision of the Services.
1.10. Services means still photo/video production and/or post production services.
1.11. Job means the time when services are being provided.
2. Application
2.1. These Terms and Conditions apply to and are incorporated into all agreements, arrangements, transactions and dealings entered into by Ronin with any Customer in relation to the provision of Services by Ronin.
2.2. All work carried out by Ronin is on the basis that the Customer has agreed to these Terms and Conditions.
3. Co-operation
3.1. Unless otherwise noted, Ronin, it’s associates, or employees will be exclusive Photographer(s) at the job. The Customer(s) agree that good faith co-operation and communication between them is important in obtaining a good result. Customer(s) must also notify Ronin and photographer(s) in writing if they wish to have anything photographed in a particular way. Ronin or the photographer(s) will not be held accountable for not photographing desired photo(s)/video(s), if there is no one to assist in identifying these particular details and photographs on the day. Ronin is not responsible if key individuals fail to appear or cooperate during photography, or for missed photograph(s) due to details not revealed to Ronin or beyond the photographer(s) control.
4. House Rules
4.1. Customer(s) agree and understand that the photographer(s) are limited by the guidelines of the location site/venue management/government rules and Customer(s) agree to accept the results that may occur from said guidelines. Negotiation with the officials/management for moderation of guidelines is solely the Customer(s) responsibility. If Customer(s) appears under the influence of alcohol or drugs during the job, Ronin has the right to cancel the shoot immediately due to liability and health concerns arising.
5. Photograph(s) and Copyrights
5.1. Photograph(s) produced by Ronin or the photographer(s) are protected by Copyright Law (all rights reserved). Upon final payment by Customer(s), Customer(s) are allowed to display resulting photograph(s) for personal use. Said photograph(s) may not be altered or reproduced in any manner without prior written permission of Ronin. Customer(s) will receive the finished photograph(s) high resolution via digital delivery with printing rights. Customer(s) can request photograph(s) to be delivered via digital disk/USB for an additional fee to cover the costs involved. When publishing the photos socially or commercially, Ronin must be noted as the photographer. The Customer(s) must obtain written permission from Ronin prior to the Customer(s), their associates, friends or relatives selling the photograph(s).
5.2. Ronin does not provide any unedited photograph(s) to Customer(s) as it does not represent the quality Ronin strives for. Ronin takes pride in the edited photograph(s), and photograph(s) will not be delivered if they do not meet Ronin’s quality standards. Whilst Ronin’s editing style is quite complimentary, please note below, what defines Ronin’s “edited” photograph(s). Ronin’s edited photograph(s) may include but not limited to colour correction, colour enhancements, exposure correction, shadow and highlight recovery, lens correction, and a little artistic flare. Ronin’s edited photograph(s) do not include retouched or photoshopped/VFX effect photograph(s). This is a separate service Ronin offers upon Customer(s) request at additional charge unless discussed and included at the time of booking. Retouching/photoshopping photograph(s) can be an art form in itself, and can require extensive, skilled work. Please note, Ronin will may retouch photos within a collection. This is at Ronin’s own discretion whilst editing, and usually does not extend beyond a handful of photograph(s). e.g. Ronin may fix a large pimple or smooth the skin on what we think to be “the money shot”. For photoshopping/retouching please get in touch with Ronin for our services and/or to outsource a quote.
6. Quotations
6.1. Quotations are calculated by estimating how long it will take to provide the Services under typical circumstances and are based on an hourly rate. One round of Customer changes and/or revisions is included in each quotation.
6.2. If the Customer instructs Ronin that significant changes and/or revisions to the scope of the Services described in a quotation are required, then Ronin shall be entitled to charge an additional Agree Fee based on a further quotation.
7. Cancellation
7.1. If the Customer has engaged Ronin to provide Services on a specified date, the Customer may notify Ronin in writing (during normal business hours) that the Customer does not require the Services to be provided on that date (“the cancellation”).
7.2. If notification of the cancellation is provided outside of normal business hours, it is deemed to have been provided at the commencement of the following business day.
7.3. If the cancellation is made more than 48 hours prior to the day on which Ronin has been engaged to provide the Services, the Customer must reimburse Ronin for any expenses incurred by Ronin in preparation for provision of the Services.
7.4. If the cancellation is made between 48 and 24 hours prior to the day on which Ronin has been engaged to provide the Services, the Customer must pay 50% of the Agreed Fee.
7.5. If the cancellation is made within 24 hours of the time at which Ronin has been engaged to provide the Services, the Customer must pay the Agreed Fee in full.
7.6. If the cancellation is made while Ronin is providing Services to the Customer, the Customer must pay the Agreed Fee in full.
7.7. Any amount payable pursuant to clauses 7.3, 7.4, 7.5 or 7.6 must be paid by the Customer within 30 days of the cancellation.
8. Payment
The Customer will pay to Ronin the Agreed Fee in the following manner:
8.1. Job’s over $1000 require a 20% deposit. Payable prior to the commencement of the Services; and
8.2. Ronin will not commence any pre-production activities until the Customer has paid the Deposit, see clause 8.1.
8.3. The balance will be payable within 28 days of the date of any interim or final invoices submitted in respect of the
Services; and
8.4. If any Ronin invoice or part thereof is not paid within 28 days of the date of the invoice, then the Customer agrees that interest will accrue on the outstanding amount at a rate of 15% of the total amount charged to the Customer.
8.5. By engaging with Ronin, the Customer acknowledges and accepts that failure to pay any outstanding invoices, twenty eight (28) days after the original payment due date, may result in the Customer being charged legal or recovery costs incurred by Ronin in the recovery of unpaid invoices.
9. Variations (additional quotation applies)
9.1. Ronin will provide the Customer with one (1) ‘draft copy’ of an initial edited photograph(s) file. The Customer must notify Ronin of all proposed changes within two (2) days of receipt of the draft copy by the Customer.
9.2. Once the proposed changes have been made, Ronin will provide the Customer with a ‘final draft copy’ which is to be used solely for the purpose of verifying that the proposed changes have been correctly implemented. No new changes may be requested unless the Customer purchases another variation
9.3. The Customer must notify Ronin of any errors in the final draft copy within three (3) days.
9.4. Once the three (3) day review period for both the ‘draft copy’ and ‘final draft copy’ has elapsed, Ronin may refuse to make any further changes.
9.5. The Customer acknowledges that some changes may not be possible.
10. Venue Location Fees & Permissions
10.1. The Customer must obtain any necessary consent or permission and pay any fees which may apply for Ronin to film at a particular venue, location or event.
11. Artistic Licence
11.1. The Customer acknowledges and agrees that editing an event and the production of finished works may include elements of artistic expression and interpretation. Ronin reserves the right to use ‘Artistic Licence’ in any commissioned works that require editing or the production of finished works. The re-editing of commissioned works is offered as an optional extra by prior arrangement. A quotation for re-editing will be provided by Ronin on request (see clause 7 - variations above).
12. Customer’s Materials
12.1. All Materials are used and stored by Ronin solely at the Customer’s risk and Ronin is under no obligation to insure any Materials.
12.2. Neither Ronin nor any of its officers, employees, agents or subcontractors will be liable for any loss, destruction or damage (“Loss”) of the Materials other than loss caused by their negligence but any liability for such loss will be limited to replacement of the Materials;
12.3. Ronin will not be liable in respect of any Loss of the materials arising out of the action of any person not employed or engaged by or associated with Ronin even though such person is present during and involved with the performance of the Services; and
12.4. The Customer must retain a master copy of each and every recording delivered to Ronin for the purposes of the contract.
13. Customer Acknowledgements
The Customer acknowledges and agrees that:
13.1. Ronin will have a lien on Materials provided by the Customer; and No title (including any copyright) in the Services manufactured, produced, duplicated or otherwise provided by Ronin will be transferred to the Customer until the Customer pays all amounts due to Ronin in full.
13.2. The Customer acknowledges and agrees that upon payment of all outstanding invoices due to Ronin, the Customer is entitled to receive the finished works, but has no entitlement to the working files of Ronin.
13.3. The Customer acknowledges and agrees that the content, views and opinions expressed in the finished works produced for the Customer by Ronin are solely those of the Customer. The finished works are intended to represent the opinion of the Customer and in no way reflect the views and opinions of Ronin, its employees and subcontractors.
14. Model Release
14.1. The Customer hereby grants to Ronin and successors, heirs, executors, administrators, assigns, attorneys, representatives and agents, the irrevocable and unrestricted right to use and publish photograph(s) of the job or customer in which the customer may be included, for editorial, trade, advertising or any other purpose and in any manner or medium; to alter the same without restriction and to copyright the same. The Customer hereby release Ronin and all associates representatives and assigns from any and all claims, actions, demands, suits, liabilities, damages, expenses, and obligations of any kind arising from, or related in any manner to Ronin’s use of said photograph(s) or videos.
15. Completion Schedule
15.1. Photograph(s) are expected to be edited and delivered the following business day by 5pm. Same day turnaround will incur a $10 fee per photograph.
15.2. Video(s) are expected to be edited and delivered the following business day by 5pm. No same day turnaround will be offered.
16. Customer Undertakings and Warranties
16.1. The Customer must obtain all necessary permissions and authorities in respect of the use of the Materials which are to be included in the Customer photograph(s).
16.2. The Customer indemnifies and holds Ronin harmless from any claims or legal actions related to the content of the Customer’s video.
16.3. The Customer hereby indemnifies and holds harmless Ronin against all loss, damage, costs or expenses suffered or incurred by Ronin as a result of any breach of clauses 16.1 and 16.2.
17. Project Delays and Client Liability
17.1. Any estimate of the date by which Ronin will complete any part of the Services is contingent upon the Customer(s) providing complete instructions to Ronin and fully cooperating with Ronin until Ronin has ceased providing Services to the Customer.
17.2. The Customer(s) must appoint a person who has complete authority to provide instructions to Ronin and respond to requests for feedback until Ronin has ceased providing Services to the Customer.
17.3. The person appointed pursuant to clause 17.2 must be available to respond to communications from Ronin on every day which is a business day in Auckland.
18. Sub-Contracting
18.1. Ronin reserves the right to sub-contract any Services that Ronin has agreed to perform for the Customer as it sees fit.
19. Recorded Material
19.1. Ownership
19.1.1. The Raw Footage, video files, audio files and edited video files including all copyright remain the property of Ronin until full payment is made for the Services.
19.1.2. Where Services remain unpaid or in the event that a final agreed payment is not made, Ronin reserves the right to withhold all recordings and finished works and use all or portions of the recordings and finished works for display, promotional or commercial purposes.
19.1.3. Copyright in all video, photograph(s), audio, lyrics or musical composition included or recorded in the edited video or recorded by equipment used by Ronin will remain the property of the author or legal entity owning the copyright
19.2. Special Provisions for Ownership
19.2.1. Ronin reserves the right to retain ownership of any recorded material of an anomalous nature once discovered in post-production. The copyright of such recordings will belong to Ronin.
19.2.2. Ronin has the right to use edited or unedited photograph(s)/video files produced pursuant to these Terms and Conditions for promotional or commercial purposes, unless an alternative arrangement is made between Ronin and the Customer. The copyright of such segments will belong exclusively to Ronin.
19.3. Disposal
19.3.1. Raw Footage, video files, audio files and edited video files will be retained for up to three (3) months only and will then be disposed of, deleted or erased. If at the end of twenty eight (28) days Services have not been paid for, Ronin reserves the right to dispose of all Raw Footage, video files, audio files, edited video files, recorded materials and finished works.
19.4. Raw Footage (Videos Only)
19.4.1. The Customer may purchase Raw Footage in viewable format for an additional fee of $200.00 per day of footage plus GST. If the Customer requires any Raw Footage to be provided by way of a separate hard disk, then Customer must pay Ronin an additional fee of $250.00 plus GST.
19.5. Drone
19.5.1. Ronin’s Drone usage is subject to availability, weather and location. No reshoot or discount will be given to compensate for lack of Drone usage if it can not be used due to flight location or weather. If the drone is out of service, Ronin will offer a reshoot date with no extra charge.
19.5.2. If a customer has booked a shoot, and it is within a controlled air space, the Drone will not be used as this is against New Zealand Aviation Law. Any fines from flying in these zones will be passed to the Customer. It is up to the Customer to seek permission to fly over or around private land or neighbouring properties.
20. Failure of Equipment or illness of Ronin employees and contractors
20.1. Whilst all reasonable care and preparation is taken for photography(s) and editing, Ronin will not be liable for any compensation except for return of any Deposit paid, should a failure occur in all or any of the electronic equipment used or due to illness of the operators or person(s) employed or engaged by Ronin or because of an unforeseen event or any dispute regarding the ownership of recorded materials.
21. Right of Refusal or Termination
21.1. Ronin reserves the right to terminate the provision of Services, if: the photographer(s), or any person(s) employed or contracted by Ronin is placed in a position where there is an actual or apparent risk of injury; or There is a risk that any of the equipment used may be damaged.
21.2. If Ronin terminates the provision of Services pursuant to clause 21.1 then any Deposit paid by the Customer is non-refundable.
21.3. Should any of the circumstances outlined in clause 22.1 occur, Ronin may seek compensation from the Customer for any loss or damage suffered.
22. Limitation of Liability
22.1. The parties acknowledge that, certain clauses, conditions, guarantees and warranties may be implied in these Terms and Conditions and there are rights and remedies conferred on the Customer in relation to the provision of goods or of services which cannot be excluded, restricted or modified by agreement (“Non-excludable Rights”). Except to the extent of Non-excludable Rights, Ronin will not be liable for:
22.2. Any claim by the Customer or any person, including without limitation any claim relating to or arising from all clauses, conditions, guarantees and warranties express or implied, and all rights and remedies conferred on the Customer, by statute, the common law, equity, trade, custom, usage or otherwise; and any representations, warranties, conditions or agreement made by any agent or representative which are not expressly confirmed by Ronin in writing, and the liability of Ronin for any such matters is hereby excluded.
22.3. Where (and to the extent) permitted by law the liability of Ronin for a breach of a Non-excludable Right can be limited, Ronin’s liability is limited, at Ronin’s option, to one of the following: The supply of the service again; or Payment for the cost of having the services supplied again.
22.4. Notwithstanding any other provision, Ronin is in no circumstance (whatever the cause) liable in contract, tort (including without limitation negligence or breach of statutory duty) or otherwise to compensate the Customer for:
22.5. Any increased costs or expenses;
22.6. Any loss of profit, revenue, business, contracts or anticipated savings;
22.7. Any loss or expense resulting from a claim by a third party; or
22.8. Any special, indirect or consequential injury, loss, damage or expense whatsoever and howsoever arising.
23. Force Majeure
23.1. If Ronin cannot carry out an obligation under the Contract either in whole or in part because of anything outside its reasonable control, including without limitation, fire, flood, storm, earthquake, explosion, accident, road or rail closures, rail derailment, wharf delays, war, terrorism, sabotage, epidemic, quarantine restriction, labour dispute or shortage, act or omission of any third person or public authority, then Ronin’s obligations will be suspended for the duration of the event or waived to the extent applicable.
24. Legal Costs
24.1. The Customer will be liable for any legal or recovery costs incurred by Ronin in the recovery of unpaid invoices on an indemnity basis.
25. Privacy
25.1. All information received by Ronin from the Customer, written or otherwise, will be kept confidential. Any private information will not be divulged or distributed to any third party without the Customer’s consent.
26. Amendment
26.1. Ronin reserves the right to amend these Terms and Conditions at any time. Amendments will be effective after the Customer has been given 7 days written notice.
