Terms & Conditions

Effective as of July 28, 2022.

1. Definitions
1. 1.1 In this document, the following words and titles have the following meanings:
2. - “Third Coast” or “we” means Third Coast Films LLC with offices located at: (Office Address) (Second Office Address).
  - “the Client” means the individual, company, business, or organization identified in the Letter of Agreement.
  - “Terms and Conditions” are standard terms and conditions set in this document.
  - “Agreement” means the agreement between the Client and Third Coast Films regarding the provision of Services as set out in these Terms and Conditions and Letter of Agreement.
  - “Letter of Agreement” means a document signed by Third Coast Films and the Client that describes the services to be provided by Third Coast Films and sets out other specific agreed terms, including but not limited to payment and timing for the provisions of the Services.
  - “Material(s)” means any and all written articles, reports, typescripts, documents, design drawings, graphics, photographs, research, videos, audios, or any other material that Third Coast Films produced in accordance with the Agreement, including the source code version of any electronic-form material.
  - “Normal Working Hours” means Monday to Friday, 8 am to 4 pm.
  - “The Parties” means Third Coast Films and the Client.
  - “Services” means the services to be provided to the Client by Third Coast Films pursuant to these Terms and Conditions and the terms set out in the Letter of Agreement entered into by Third Coast Films and the Client, which is likely to include the production of Material(s).
3. 1.2 In these Terms and Conditions, the singular form of words is deemed to include the plural and vice versa.
1. Provision of Services
1. 2.1 Third Coast Films will provide Services to the Client in accordance with the Agreement. Whereas these Terms and Conditions are deemed to constitute Third Coast Films’ standard terms and conditions personal to the Client. In the event of a conflict between these Terms and Conditions and the Letter of Agreement, the latter will prevail.
2. 2.2 The Client shall immediately provide Third Coast Films with the Required Items upon request and agrees that Third Coast will not be held liable for any delay or failure to provide the Services caused by a failure of the Client to provide any Required Items.
3. 2.3 The Client shall be provided with and shall retain duplicate copies of all Materials and insure these against their accidental losses or damages. All Materials shall be at the Client's sole risk from the time of delivery to the Client. The Client acknowledges that Third Coast Films will retain original Materials for its own purposes, including those set out in clause 7.4 below, unless the provisions of clause 7.1 are applicable.
4. 2.4 The Client shall not unlawfully discriminate against Third Coast Films’ employees when receiving Services under the Contract either directly or indirectly on grounds such as race, color, ethnic or national origin, disability, sex or sexual orientation, and religion.
1. Commencement and Duration
1. 3.1 Subject to the provisions of clause 2.2 above, Third Coast Films will start providing the Services to the Client upon a date agreed and identified in the Letter of Agreement, but for the avoidance of doubt, no work will be undertaken by Third Coast Films until and unless the Client signs the Letter of Agreement and in doing so, agrees to adhere to these Terms and Conditions.
2. 3.2 The Estimated duration of the Services will be identified in the Letter of Agreement and in the event that the Parties have agreed to interim payments, the various stages in respect of the Services, and the duration of each stage and the timing of interim payments, will be set out either in the Letter of Agreement itself or as an addendum thereto.
1. Charges and Payments
1. 4.1 The Letter of Agreement will specify the charges and related payment terms applicable to the Client in respect of the provisions of Services, which may include interim payments.
2. 4.2 Any estimates and/or quotes provided by Third Coast Films to the Client shall be valid for a period of 30 days from the date specified on the quote/estimate, and Third Coast Films reserves the right to review and, if appropriate, increase any such quote/estimate if a Letter of Agreement has not been signed by the client within that time limit.
3. 4.3 Where corrections, additions, and/or alterations are required, and such corrections, additions, and/or alterations fall outside the original estimate/quote given by Third Coast Films, Third Coast Films then reserves the right to submit a revised estimate/quote that will require a signed agreement by the Parties before work can commence or continue.
4. 4.4 Third Coast Films reserves the right to revise any estimates and/or quotes provided by the Client in order to compensate for any unanticipated ‘rush’ requests by the Client. Third Coast reserves the right to charge two (2) times the standard hourly rate for any time that falls outside Normal Working Hours.
5. 4.5 The Client shall pay Third Coast Films unless the invoice is subject to dispute and notified within five (5) working days of receipt and within 30 days of the date of the invoice.
6. 4.6 The Client will be held liable for interest on any outstanding invoices and/or interim payments from the due date until the outstanding amount is paid in full, together with any costs and expenses incurred by Third Coast Films in obtaining payment of such invoices.
7. 4.7 Where interim payments are agreed upon between the Client and Third Coast Films, we reserve the right to stop all work for the Client or withhold delivery of any Material(s) in the event that the Client fails to pay any interim payment specified in the Letter of Agreement and Third Coast Films shall be free to exercise its rights under Clause 4.6 above.
8. 4.8 The Client may cancel all or part of the work at any stage subject to payment of a cancellation fee of 25% before the delivery of development plans, or 50% once the work has commenced on prototypes of any kind, or 100% on delivery of finished work.
1. Expenses
1. 5.1 The Client agrees to reimburse Third Coast Films for out-of-pocket expenses reasonably incurred by the Staff/Employees in the proper provision of the Services. Any anticipated expenses will be specified within the Letter of Agreement, but the Client acknowledges that there may be expenses properly incurred by Third Coast Films in the provision of Services to the Client that were not reasonably foreseeable at the time of entering into the Agreement. Any such expenses must be detailed and justified in writing at, or prior to, invoicing.
1. Confidentiality
1. 6.1 The Client Agrees during the continuance of the provision of Services by Third Coast Films to the Client, and at any time thereafter, to treat as secret and confidential and not at any time, for any reason to disclose or permit to be disclosed, to any person or otherwise make use of or permit to be made use of any unpublished information relating to our business, trade secrets, finances, technology or other know-how, clients, customer or supplier details, or any such information relating to a subsidiary, supplier, customer or client where the information was received as a result of the Agreement.
2. 6.2 Third Coast Films agrees during the continuance of the provision of Services by it to the Client and at any time thereafter to treat as secret and confidential and not at any time for any reason to disclose or permit to be disclosed to any person or otherwise make use of or permit to be made use of any unpublished information relating to the Client’s business, trade secrets, finances, technology or other know-how, plans, published or unpublished publications, client, customer or supplier details, or any such information relating to a subsidiary, supplier, customer or client where the information was received as a result of the Agreement.
3. 6.3 Any information, correspondence, or accounts relating to the Client’s business and held by Third Coast Films are available for inspection at or premises during regular working hours provided that the Client provides reasonable notice.
1. Title, Copyright, and Moral Rights
1. 7.1 Any original Material generated by Third Coast Films shall remain its absolute property until such time as all or part shall be transferred to the Client upon written agreement of the Parties. After a written agreement has been received for the release of Material to the Client, all liabilities for that Material are transferred to the Client, and the Client undertakes to indemnify Third Coast Films against any and all actions, suits, proceedings, claims, demands, awards, costs and damages in regards to the transferred Material(s).
2. 7.2 Any production of Material(s) by Third Coast Films for the Client is protected by the Copyright Act of 1976 (“the Act”), and any statutory modifications or reenactments thereof for the time being in force and expressions, the words, and phrases defined in, assigned, or have meaning by or under the Act or any statutory reenactment or modification shall have the same meaning used herein. For the avoidance of doubt, Third Coast Films shall remain the owner of all intellectual property rights in the Material(s) unless such rights are specifically transferred to the Client in the Letter of Agreement.
3. 7.3 Third Coast Films reserves the right to refuse to publish any Material(s) that is or is likely to be interpreted as being obscene, illegal, and or in breach of any intellectual property right.
4. 7.4 Third Coast Films reserves the right to reproduce Material generated for the Client under these Terms and Conditions in any form for marketing purposes.
5. 7.5 Third Coast Films reserves the right to place an unobtrusive logo and link to its website on any work undertaken for publication on the Internet.
1. Warranties and Indemnities
1. 8.1 Third Coast Films warrants that the Services will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Agreement.
2. 8.2 The Client hereby warrants that it will be fully responsible for all claims made, all trademarks, copyright materials and clearances supplied to Third Coast Films throughout the provision of Services under the Agreement.
3. 8.3 The Client indemnifies and will keep Third Coast Films indemnified on a continuing basis against any and all actions, proceedings, suits, claims, demands, costs, awards, and damages whatsoever arising as the result of any breach or alleged breach of the warranties and indemnities set out in this clause 8.
4. 8.4 Subject as expressly provided in these Terms and Conditions, all warranties, conditions, or other terms implied by statute or common law are excluded to the fullest extent permitted by law, and Third Coast Films will not be held liable to the Client for any indirect, special, or consequential loss or damage (whether for the loss of profit or otherwise), expenses, costs or other claims for compensation whatsoever (whether caused by the negligence of Third Coast Films, its agents, or employees or otherwise) whether arising out of or in connection with the provision of the Services to the Client.
5. 8.5 Notwithstanding the provisions of clause 8.4, the entire liability of Third Coast Films under or in connection with the Agreement shall not exceed the overall total charges payable by the Client.
6. 8.6 Should any actions, claims, proceedings, suits, costs, awards, demands, and damages be brought against Third Coast Films as a result of the Material produced for the Client under the Agreement, the Client hereby agrees to repay any losses Third Coast Films may suffer.
7. 8.7 Third Coast Films will not be held liable to the Client or in breach of contract or otherwise for delays in performing or failing to perform any of its obligations to the Client if that delay or failure was beyond the reasonable control of Third Coast Films.
8. 8.8 Third Coast Films will not be held liable to the Client or in breach of contract or otherwise for delays in performing, or a failure to perform, any of Third Coast Films’ obligations to the Client or if Third Coast Films delivers Material(s) late to the Client if that delay, failure, or later delivery was caused by the Client.
1. Termination
1. 9.1 Either party (“the Terminating Party”) may terminate the Agreement immediately by providing written notice to the other party (“the Other Party”) if:
1. - The Other Party has committed a breach of any of the terms of the Agreement, and that breach is incapable of remedy, or, in the case of a breach capable of remedy, the Other Party has failed to remedy the breach within twenty (20) days of a receipt of notice from the Terminating Party specifying the breach and requiring its remedy; or
  - The Other Party becomes insolvent, an order is made, or a resolution passed for the administration, winding-up, or the dissolution of the Other Party (otherwise than for the purposes of reconstruction) or administrative or any additional receivers, trustees, liquidators, managers, or similar offices is appointed over all or a substantial part of the assets of the Other Party or the Other Party enters into or proposes any composition or arrangement with its creditors generally analogous to the foregoing agreement.
1. 9.2 Third Coast Films reserves the right to terminate the Agreement with the Client for whatever reason on providing no less than fourteen (14) days written notice to the Client, and the Client shall be held liable to Third Coast Films for all costs and expenses incurred but Third Coast up to the date of termination.
2. 9.3 Upon termination of the Agreement for whatever reason:
3. - All monies owed to Third Coast Films by the Client under the Agreement shall be paid by the Client forthwith.
  - Third Coast Films will not be held liable for any third-party costs incurred.
4. 9.4 In the Event of Third Coast Films taking the Client to court to recover any monies owed, the Client hereby agrees to pay any and all legal fees Third Coast Films incurred together with any costs and interest.
5. 9.5 Clauses 6,7,8, and this clause 9, shall survive the termination of the Agreement.
1. Miscellaneous
1. 10.1 These Terms and Conditions, together with the Letter of Agreement (referred to collectively throughout as “the Agreement”), constitute the entire agreement between the Parties and supersedes any previous agreement or understanding, whether oral or in writing between the parties. All other terms and conditions expressed or implied by statute or otherwise are excluded to the fullest extent permitted by law.
2. 10.2 No variations or amendments to the Agreement will be effective unless agreed upon in writing and signed by both Parties.
3. 10.3 Any notices permitted or required to be given by either Party to the other under the Agreement shall be in writing addressed to the other party at its principal place of business, registered office, or such other address in The United States of America, as may at the relevant time, have been notified pursuant to this provision to the party giving the notice.
4. 10.4 No failure or delay by either Party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of any breach of the Agreement of the Agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provisions.
5. 10.5 If any provision of these Terms and Conditions and/or the Agreement is held by any competent authority will be invalid or unenforceable in whole or in part, the validity of other provisions of the Terms and Conditions and/or the Agreement and the remainder of the provision in question shall not be affected.
6. 10.6 The Client will not hold the Supplier responsible for loss or damage to the Client’s property by third parties.
7. 10.7 Third Coast Films reserves the right to amend or vary these Terms and Conditions at any time upon giving the Client reasonable notice, provided that such amendment or variation does not materially affect the nature or the quality of the Services provided to the Client.
8. 10.8 These Terms and Conditions shall be governed by and construed in all aspects in accordance with the laws of The United States of America.
9. 10.9 Any dispute or difference of any kind whatsoever which arises or occurs between the Parties in relation to anything or matter arising under, out of, or in connection with this agreement shall be referred.

Terms & Conditions

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