These Terms and Conditions (“Terms”) govern the relationship between Axcom Limited (“Axcom”) and the Client. By engaging Axcom — including by accepting a written Quotation, issuing a purchase order, or otherwise instructing Axcom to commence the Services — the Client agrees to these Terms in full.
1.1 “Axcom”: Refers to Axcom Limited (Company No. 12091831), a company registered in England and Wales, including its employees, subcontractors, agents, and authorised representatives.
1.2 “Client”: The company, entity, or individual engaging Axcom to provide Services.
1.3 “Services”: Any professional services provided by Axcom, including but not limited to pre-production, photography, videography, graphic design, web development, brand strategy, narrative development, editorial, post-production, revisions, and related creative and consulting work.
1.4 “Deliverables”: The final outputs, materials, or content produced as a result of Axcom’s Services.
1.5 “Intellectual Property” or “IP”: All copyrights, trademarks, design rights, patents, database rights, know-how, and other proprietary rights, whether registered or unregistered, anywhere in the world.
1.6 “Background IP”: Any Intellectual Property owned by either party prior to the commencement of the Services or developed independently of the Services.
1.7 “Non-Disclosure Agreement” or “NDA”: A binding agreement governing the confidentiality of information exchanged between Axcom and the Client.
1.8 “Scope of Work” or “SoW”: The detailed description of Services and Deliverables, as defined in the project proposal, Quotation, or written contract accepted by the Client.
1.9 “Force Majeure”: Circumstances beyond a party’s reasonable control, including natural disasters, severe weather, sea state, strikes, pandemics, governmental restrictions, regulatory delays, war, terrorism, civil unrest, fire, flood, and major equipment failure.
1.10 “Business Day”: Any day other than a Saturday, Sunday, or public holiday in England.
1.11 “Project”: Any discrete engagement undertaken by Axcom for the Client under a particular Scope of Work.
1.12 “Quotation”: A written estimate or proposal issued by Axcom describing Services, Deliverables, fees, and timelines.
2.1 Agreement to Provide Services: Axcom agrees to provide the Services described in the Scope of Work, subject to these Terms.
2.2 Acceptance of Quotations: A binding agreement is formed when the Client confirms acceptance of a written Quotation in writing (including by email from an authorised representative of the Client) or by issuing a purchase order referencing the Quotation. Verbal acceptance is not sufficient. Where there is any conflict between a Quotation, a Scope of Work, and these Terms, the order of precedence shall be: (i) any signed contract, (ii) the Scope of Work, (iii) the Quotation, and (iv) these Terms.
2.3 Default NDA: Axcom’s standard NDA applies and shall be made available to the Client on request, unless replaced by a custom NDA executed separately. Any bespoke NDA required by the Client shall be agreed in writing prior to commencement of the Services.
2.4 Client Obligations: The Client shall (a) provide accurate and complete information, materials, briefs, and approvals necessary for Axcom to perform the Services; (b) respond to Axcom’s requests for input or approval within three (3) Business Days unless otherwise agreed in writing; (c) ensure all materials provided to Axcom do not infringe third-party rights; and (d) obtain all necessary consents, releases, and permissions in respect of locations, talent, and materials supplied by the Client. Axcom shall not be liable for delays or quality issues arising from late, incomplete, or inaccurate Client input.
2.5 Standby and Delay Charges: Where Client delay results in Axcom personnel or subcontractors being placed on standby, or in the rescheduling of work already mobilised, Axcom may charge a standby fee equal to fifty percent (50%) of the applicable day rate per affected day, plus any irrecoverable third-party costs.
2.6 Amendments to Scope: Changes to the Scope of Work must be confirmed in writing by both parties. Where changes affect fees or timelines, a revised Quotation or change order shall be issued and must be accepted before the changed work proceeds.
3.1 Currency and VAT: All fees are stated in Pounds Sterling (GBP) and are exclusive of Value Added Tax (VAT), which shall be charged at the prevailing rate where applicable.
3.2 Payment Structure — Projects of £10,000 or More: A pre-payment of fifty percent (50%) of the project fee is required, payable in cleared funds no later than fourteen (14) days before the first travel or shooting day, whichever is sooner. Further milestone payments shall be detailed in the Scope of Work.
3.3 Payment Structure — Projects under £10,000: Unless otherwise agreed in writing, Projects with a total fee under £10,000 shall be invoiced on completion of the Services, with payment due within fourteen (14) days of invoice date.
3.4 General Payment Terms: All other invoices are payable within thirty (30) calendar days of invoice issuance unless otherwise agreed in writing. Payments shall be made by bank transfer to the account specified on the invoice.
3.5 Disbursements and Pass-Through Costs: Travel, accommodation, subsistence, location fees, kit hire, drone permits, marine permits, talent fees, props, and other third-party costs incurred in delivering the Services are payable by the Client in addition to the project fee. Disbursements over £500 require Client pre-approval. A handling charge of ten percent (10%) shall apply to disbursements administered by Axcom unless otherwise agreed in writing.
3.6 Late Payments: Statutory interest at eight percent (8%) above the Bank of England base rate, together with statutory compensation and reasonable recovery costs, shall accrue under the Late Payment of Commercial Debts (Interest) Act 1998 on any sum unpaid after its due date. Axcom reserves the right to suspend the Services on seven (7) days’ written notice where any sum remains unpaid beyond its due date.
3.7 Expedited Fees: Accelerated timelines outside Axcom’s standard delivery may incur additional charges, which shall be agreed in writing in advance and stated in the relevant Quotation or change order.
4.1 Standard Workday: A standard filming day comprises up to ten (10) hours, inclusive of setup, breakdown, and travel within reasonable proximity of the shoot location. A standard post-production day comprises up to eight (8) hours. Meal and rest breaks are included within these hours.
4.2 Overtime Charges: Overtime shall be billed at one hundred and fifty percent (150%) of the applicable hourly rate as specified in the Scope of Work, unless otherwise agreed in writing prior to commencement.
4.3 Travel Days and Long-Haul Travel: Travel days where no shooting takes place shall be billed at fifty percent (50%) of the day rate. Long-haul travel (defined as journeys exceeding six (6) hours door-to-door) shall be billed at the full day rate and may include rest days as agreed in the Scope of Work.
4.4 Multi-Day Shoots: For consecutive shooting days, a minimum turnaround of ten (10) hours between the end of one day and the start of the next shall apply for crew rest. Where the Client requires a shorter turnaround, an additional fee of twenty-five percent (25%) of the day rate per affected crew member shall apply.
4.5 Adverse Conditions: Work may be suspended for safety reasons, including adverse weather, sea state, or unsafe site conditions. Rescheduling shall be carried out where practicable and any additional costs (including irrecoverable third-party costs) shall be borne by the Client.
5.1 Ownership of Deliverables: All Intellectual Property in the Deliverables remains the property of Axcom until Axcom has received payment in full of all sums due in respect of the relevant Project.
5.2 Licence for Use: Upon receipt of payment in full, Axcom grants the Client a non-exclusive, non-transferable, worldwide licence to use the Deliverables for the purposes set out in the Scope of Work. Where no usage purpose is specified, the licence shall be limited to the Client’s use of the Deliverables in their primary commercial activities, in the United Kingdom and Republic of Ireland.
5.3 Standard Usage Rights: Unless otherwise agreed in writing, the licence granted under clause 5.2 covers below-the-line usage (including Client website, social media channels, trade publications, in-store and point-of-sale materials, direct marketing, and internal communications). It excludes above-the-line usage including out-of-home (OOH) advertising, paid digital advertising, broadcast television, cinema, and print advertising. Model and talent usage rights are granted for a maximum duration of ten (10) years from the date of shooting. Any extension or expansion of usage, including media rights, geographic scope, or duration, shall be agreed in advance and in writing and may incur additional fees.
5.4 Raw Materials and Project Files: Raw footage, project files, source documents, and working materials remain the property of Axcom. Transfer of raw materials may be arranged by separate written agreement and is subject to additional fees.
5.5 Axcom’s Self-Promotion Rights: Axcom retains a perpetual, non-exclusive, royalty-free right to use the Deliverables, and identifying references to the Client and Project, for the purposes of self-promotion, including on Axcom’s website, social media channels, pitch decks, new business presentations, awards submissions, internal training, and case studies. Where the Client reasonably requires confidentiality in respect of certain information (including vessel identity, owner identity, location, or commercial terms), Axcom shall apply such restrictions as agreed in writing, but the right of Axcom to display the underlying creative work shall be preserved.
5.6 Background IP: Each party retains ownership of its Background IP. To the extent that Axcom incorporates its Background IP into the Deliverables, the Client is granted a non-exclusive licence to use such Background IP solely as embedded within the Deliverables and on the same terms as clause 5.2.
5.7 Third-Party IP: Where Deliverables incorporate third-party IP (such as licensed music, stock footage, or fonts), the Client is responsible for compliance with the relevant third-party licence terms and for any onward licensing fees required for the Client’s use.
6.1 Cancellation by Client: Where the Client cancels a Project after acceptance of a Quotation, the following charges shall apply, calculated as a percentage of the total Project fee:
(a) 14 or more days before the project start date: 25%;
(b) 7 to 13 days before the project start date: 50%;
(c) less than 7 days before the project start date: 100%.
In addition to the above, the Client shall reimburse Axcom for any third-party costs already incurred or contractually committed by Axcom on the Client’s behalf, including non-refundable bookings, deposits, and cancellation fees charged by suppliers.
6.2 Suspension or Termination by Axcom: Axcom may suspend the Services or terminate any Project on written notice in the event of:
(a) material breach of these Terms by the Client which has not been remedied within seven (7) days of written notice from Axcom;
(b) non-payment of any sum beyond thirty (30) days of its due date, in which case suspension may be immediate;
(c) repeated or significant Client delay or failure to provide required input;
(d) circumstances which Axcom reasonably considers to compromise safety, legal compliance, or professional integrity; or
(e) the Client’s insolvency or apparent inability to pay.
6.3 Effect of Termination: On termination of a Project, the Client shall pay Axcom all fees and costs incurred up to and including the date of termination, including a fair proportion of fees relating to work in progress, plus any irrecoverable third-party costs.
7.1 General Confidentiality: Each party shall keep the other party’s confidential information confidential and shall not use such information except in connection with the Services, for a period of five (5) years following completion or termination of the Project.
7.2 Indefinite Confidentiality — Sensitive Information: Notwithstanding clause 7.1, the following categories of information shall be kept confidential without time limit:
(a) the identity of vessel owners, beneficial owners, and family members;
(b) vessel-specific information including vessel names, hull numbers, itineraries, security arrangements, and crew information where requested; and
(c) commercially sensitive information specifically identified by the Client at the time of disclosure as requiring indefinite confidentiality.
7.3 Permitted Disclosures: Confidential information may be disclosed (a) to a party’s employees, subcontractors, and professional advisers on a need-to-know basis, subject to equivalent confidentiality obligations; or (b) where required by law, regulation, or order of a court of competent jurisdiction.
7.4 Data Protection: Each party shall comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018. Where Axcom processes personal data on behalf of the Client, the parties shall enter into a data processing agreement on Axcom’s standard terms (or such other terms as may be agreed in writing). In the event of a personal data breach affecting the Client’s data, Axcom shall notify the Client without undue delay and in any event within seventy-two (72) hours of becoming aware of the breach.
8.1 Public Liability Insurance: Axcom holds Public Liability Insurance with cover of £10 million.
8.2 Client Warranty and Liability: The Client warrants that materials, briefs, and content supplied to Axcom are free from third-party claims, and shall indemnify Axcom against any losses arising from breach of this warranty. The Client is responsible for damages caused to Axcom’s equipment or personnel by the Client, the Client’s representatives, or persons under the Client’s control.
8.3 Insurance Exclusions: Axcom does not provide insurance for vessels, vehicles, aircraft, drones operated by third parties, or other transport directly or indirectly related to the Services. Operators, pilots, masters, and drivers (other than Axcom personnel acting in those roles) are not covered by Axcom’s business insurance. The Client shall ensure that adequate insurance is in place for any vessels, vehicles, locations, or assets used in connection with the production.
8.4 Limitation of Liability: Subject to clause 8.5, Axcom’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with a Project shall be limited to the lower of (a) one hundred percent (100%) of the total fees quoted for the relevant Project; or (b) £50,000. Axcom shall not be liable for any indirect, incidental, or consequential losses, nor for any loss of profit, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, or loss of data.
8.5 Excluded Liability: Nothing in these Terms shall exclude or limit either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot lawfully be excluded or limited under English law.
9.1 Suspension of Performance: Neither party shall be liable for delay or failure in performing its obligations under these Terms (other than payment obligations) where such delay or failure results from a Force Majeure event.
9.2 Notification: The affected party shall notify the other party as soon as reasonably practicable on becoming aware of a Force Majeure event, and shall use reasonable efforts to mitigate its effect.
9.3 Safety: For the safety of personnel, equipment, third parties, and the Client, Axcom reserves the right to cease or suspend filming where adverse conditions present a risk.
9.4 Rescheduling: Rescheduling shall be subject to availability and any additional costs (including irrecoverable third-party costs) shall be borne by the Client.
9.5 Long-Stop Termination: If a Force Majeure event continues for more than thirty (30) consecutive days, either party may terminate the affected Project on written notice. On such termination, the Client shall pay Axcom for all work performed and costs incurred up to the date of termination, and Axcom shall refund any pre-payment to the extent it exceeds such fees and costs.
10.1 Drone Operations: All aerial operations conducted by Axcom shall be carried out by Civil Aviation Authority (CAA) licensed operators holding appropriate qualifications (including, where applicable, the General Visual Line of Sight Certificate, or “GVC”). Axcom shall use reasonable efforts to obtain necessary airspace approvals, permissions, and permits, but shall not be liable for delays, refusals, or restrictions imposed by regulatory bodies, airspace authorities, port authorities, or other third parties. Where regulatory permissions cannot be obtained or are withdrawn, Axcom and the Client shall agree contingency arrangements, with any additional costs borne by the Client.
10.2 Marine Operations and Vessel Responsibility: Where the Services are carried out on, from, or in proximity to vessels, the vessel owner or master retains exclusive responsibility for vessel safety, navigation, seaworthiness, crew, insurance, and compliance with maritime regulations. Axcom personnel embark and operate at the discretion and under the safety regime of the vessel master. The Client shall ensure that vessels used in connection with the Services are appropriately insured and that all crew are suitably qualified. Axcom shall not be responsible for losses arising from vessel operation, including delays, route changes, weather diversions, or marine incidents.
10.3 Expedition and Multi-Day Shoots: Where Services are delivered on multi-day shoots, expeditions, or offshore voyages, a “shoot day” may be defined as a 24-hour cycle in the Scope of Work to reflect the operational realities of remote and offshore work. Weather windows, vessel availability, and route changes may necessitate rescheduling within the engagement period. Axcom shall use professional judgement to deliver the Scope of Work within the available windows, and shall not be liable where conditions outside its control reduce the quantity or quality of footage achievable.
10.4 Permits and Authorisations: Where the Services require location permits, filming permissions, drone permissions, marine permits, or similar authorisations, Axcom shall coordinate applications. The costs of such permits and authorisations are pass-through costs payable by the Client under clause 3.5.
11.1 Subcontracting: Axcom may subcontract any part of the Services to suitably qualified third parties, provided that Axcom remains responsible to the Client for the performance of the Services.
11.2 Non-Solicitation: During the term of any Project and for twelve (12) months following its completion or termination, the Client shall not, without Axcom’s prior written consent, directly or indirectly solicit, employ, or engage any employee, subcontractor, or freelance crew member introduced to the Client by Axcom in connection with the Services. This clause shall not prevent the Client from responding to general public job advertisements not specifically targeted at Axcom personnel.
12.1 Entire Agreement: These Terms, together with the Scope of Work and any signed contract or executed change order, constitute the entire agreement between the parties in respect of the Services and supersede any prior representations or agreements.
12.2 Variation: No variation of these Terms shall be effective unless in writing and signed by, or on behalf of, both parties.
12.3 Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
12.4 No Partnership or Agency: Nothing in these Terms creates a partnership, joint venture, or agency relationship between the parties.
12.5 Third-Party Rights: A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision.
12.6 Assignment: Neither party may assign or transfer its rights or obligations under these Terms without the other party’s prior written consent, save that Axcom may assign to an affiliate or successor in business on written notice.
12.7 Waiver: A failure or delay by either party to exercise any right under these Terms shall not constitute a waiver of that right.
12.8 Counterparts: These Terms may be executed in counterparts, including by electronic signature, each of which shall constitute an original.
12.9 Survival: Clauses which by their nature are intended to survive termination, including those relating to payment, intellectual property, confidentiality, liability, and governing law, shall continue in force following termination of any Project.
13.1 Form of Notice: Any formal notice under these Terms shall be in writing and delivered by email to the addresses notified by the parties for this purpose, with delivery deemed to occur on the next Business Day after sending. Notices to Axcom shall be sent to the email address specified on Axcom’s invoice or website.
14.1 Governing Law: These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.
14.2 Jurisdiction: The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.