Middle Table Limited – Standard Terms & Conditions of Service

Last updated: 16 October 2025

A quick word first

We like to keep things straightforward and collaborative. These Terms give both of us clarity and a fair safety net if something unexpected happens. In practice, we aim to resolve things pragmatically and in good faith.

1. Application of Terms

  1. These Terms & Conditions (“Terms”) apply to all quotes, statements of work (“SoW”), and services provided by Middle Table Limited (“we”, “us”, “our”) unless a separate master services agreement (“MSA”) or contract signed with you (“you”, “the client”) expressly overrides them.
  2. By commissioning services from us (including approving a Quote or SoW, issuing a purchase order, or instructing us to begin work), you agree to be bound by these Terms.
  3. Effective Date. These Terms take effect from either: (a) the date you confirm a Quote or SoW; or (b) the date we commence work on your project, whichever occurs first.
  4. Any variations to these Terms must be agreed in writing.

2. Scope of Services

  1. The details of services, deliverables, timelines, and fees will be set out in a written Quote or SoW agreed with you.
  2. Any changes or additions to scope should be confirmed in writing to avoid misunderstandings and may affect timelines and fees.

3. Fees & Payment

  1. Standard payment structure: 50% on confirmation of the project; 50% on delivery of final deliverables (unless otherwise stated in the Quote/SoW).
  2. If invoicing terms are agreed, payment is due within 30 days of invoice unless otherwise specified in the Quote/SoW.
  3. We may pause work and/or withhold delivery if invoices are overdue.
  4. Reasonable out-of-pocket expenses (e.g., travel, accommodation, specialist materials) may be charged with your prior approval and will be itemised.
  5. All fees are in GBP and exclude VAT (if applicable).
  6. Late payments: we may charge interest at 8% above the Bank of England base rate per annum (calculated daily) and recover reasonable costs of collection where permitted by law.

4. Cancellation, Rescheduling & Overtime

  1. Cancelling an entire project: a fee of 10% of the total agreed fee or our incurred costs to date (whichever is greater).
  2. Shoots / editorial days: cancelling or rescheduling with less than 48 hours’ notice may incur 100% of that day’s cost and any non-recoverable third-party costs.
  3. Overtime: if a filming or editorial day extends beyond 10 hours, reasonable overtime charges may apply as set out in the Quote/SoW.
  4. Force majeure: neither party will be liable for delay or failure to perform caused by events beyond reasonable control (e.g., illness, extreme weather, strikes, utility outages, pandemics). Each party will notify the other as soon as reasonably practicable and use reasonable efforts to mitigate.

5. Intellectual Property

  1. Upon full payment of all fees due, all intellectual property rights in the final deliverables are assigned to you, excluding third-party materials and rights (e.g., stock footage, music, fonts), and appearances by actors, presenters or other contributors, which remain subject to their own licences, releases, and terms.
  2. We will secure and pass on any necessary licences for third-party materials used in your deliverables, where agreed in the Quote/SoW. Licence scope (territory, duration, media) will be stated or otherwise follow the third party’s standard terms.
  3. Until full payment is received, all deliverables remain our property and are provided for review only.
  4. We may retain copies of deliverables for internal record-keeping and backup. Any public use (e.g., portfolio, showreel, website, social media, case studies) will require your prior written consent.

6. Confidentiality & Publicity

  1. Each party will keep confidential all non-public information received from the other in connection with the project and will not disclose it to third parties except to professional advisers or subcontractors under similar duties of confidence, or where required by law.
  2. These confidentiality obligations continue for 3 years after completion of the project.
  3. We will not use your name, logo, or deliverables in our marketing without your prior written consent.

7. Client Responsibilities

To help us deliver smoothly, you are responsible for:

  • Providing necessary assets, approvals, information, and access in a timely manner;
  • Securing any third-party approvals under your control (e.g., featured individuals, locations, brand/legal approvals);
  • Ensuring you have the rights to any materials you supply to us and that such materials do not infringe the rights of others;
  • Understanding that delays in assets/approvals may impact delivery schedules and may result in additional costs.

8. Third-Party Platforms & Services

  1. Where deliverables rely on third-party platforms or infrastructure (e.g., YouTube, Vimeo, social networks, hosting, CDNs) or internet connectivity, we cannot guarantee availability, uptime, performance, or continued functionality of those services.
  2. You are responsible for any client-supplied equipment, accounts, or accesses. We are not liable for issues arising from their failure or unavailability.

9. Liability

  1. We are not liable for indirect, special, or consequential loss, including loss of profits, revenue, goodwill, or data.
  2. Our total aggregate liability arising out of or in connection with a project (whether in contract, tort (including negligence), or otherwise) is capped at 125% of the project fee.
  3. Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability that cannot be excluded by law.
  4. These limitations apply to the fullest extent permitted by law.

10. Termination

  1. Either party may terminate the contract by written notice if: (a) the other party commits a material breach and fails to remedy it within 30 days of written notice; or (b) the other party becomes insolvent or ceases trading.
  2. On termination, you will pay for all work completed and expenses incurred up to the termination date and any non-recoverable third-party costs committed in reliance on the project proceeding.

11. Governing Law

These Terms are governed by the laws of England & Wales and the parties submit to the exclusive jurisdiction of the English courts.

12. Priority of Terms

If your own MSA or procurement terms apply and are signed by both parties, those terms will take precedence over these Terms to the extent of any conflict. Any deviations must be agreed in writing.

13. Entire Agreement

These Terms, together with any Quote or SoW, constitute the entire agreement between the parties in relation to the project and supersede all prior discussions, understandings, or agreements relating to the same subject matter.

14. Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in full force and effect.

15. Notices

Formal notices under these Terms should be sent to the parties’ registered addresses or to any email addresses specified in the Quote/SoW and are deemed received upon confirmed delivery (or, for email, when no bounce is received and the sender has a delivery confirmation or a reasonable contemporaneous record of transmission).