oXyFire Media Creative Ltd
Terms and Conditions of Engagement
For Freelancers and Suppliers
Version 4.0 · March 2026 · Governed by English Law
These Terms and Conditions ("Terms") govern all services provided by you ("the Freelancer" or "Supplier") to oXyFire Media Creative Ltd, a company registered in England and Wales ("oXyFire"). By submitting an application to work with oXyFire, or by accepting any engagement, you agree to be bound by these Terms. These Terms apply to every engagement unless expressly varied in writing by a director of oXyFire.
1. Definitions
In these Terms, the following definitions apply:
"Call Sheet" means the written brief provided by oXyFire prior to each engagement, setting out the specific services, schedule, location, roles, timings, kit requirements, and any applicable production rules.
"Confirmed Engagement" means any engagement accepted in writing by both parties, including by email or by a countersigned Purchase Order.
"Fees" means the amounts payable to the Freelancer as specified in the Purchase Order or accompanying written documentation.
"Intellectual Property Rights" means all present and future rights in patents, trade marks, design rights, copyright (including moral rights), database rights, know-how, and all other intellectual or industrial property rights, whether registered or unregistered, anywhere in the world.
"Purchase Order" ("PO") means oXyFire's written authorisation of services and associated Fees.
2. Engagement and Scope of Work
2.1 Services
The services to be provided will vary depending on each project. The specific details, roles, timings, kit requirements, and applicable production rules for each engagement will be set out in the Call Sheet issued prior to the engagement. If you are uncertain about any aspect of the scope or requirements, you must contact the Production Manager before the engagement commences.
2.2 Changes to Scope
Any material change to the agreed scope of services must be agreed in writing by oXyFire before work on the changed scope begins. oXyFire is not obliged to pay for work outside the agreed scope unless it has been authorised in writing.
2.3 Right to Rectify
Where oXyFire considers that any services have been performed defectively or do not meet the agreed standards, oXyFire will notify you in writing specifying the defects. You will be given a reasonable opportunity to remedy those defects at your own cost before oXyFire exercises any right to withhold or reduce payment. This right to withhold payment shall only arise where defects have not been remedied within the timescale notified, or where the defects are incapable of remedy.
2.4 Exclusivity During Engagement
During any booked engagement dates confirmed by Purchase Order or Call Sheet, you must not accept or perform work for any other client where doing so creates a direct conflict of interest, conflicts with your booked hours or scheduled performance obligations to oXyFire, or would otherwise materially impair your ability to fulfil your obligations under this engagement. This clause does not prevent you from accepting other work outside your booked hours, provided no such conflict arises. If a conflict arises, you must notify the Production Manager as soon as reasonably practicable.
2.5 Social Media
You must not post, publish, or share any content relating to oXyFire's projects, clients, or deliverables on any social media platform or public forum without prior written approval from oXyFire. A material breach of this clause — particularly where it causes or is likely to cause reputational or commercial harm to oXyFire or its clients — may result in immediate termination of the agreement and may give rise to a claim for damages proportionate to the harm caused.
3. Sustainability Commitment
3.1 Environmental Responsibility
You agree to operate with environmental sustainability in mind. Where reasonably practicable, this includes minimising unnecessary travel, selecting eco-friendly materials and equipment, and reducing unnecessary packaging or waste throughout the engagement.
3.2 Sustainable Practices
You are encouraged to select transportation methods and materials that align with recognised environmental sustainability goals, with the aim of reducing your carbon footprint and supporting responsible consumption. oXyFire may, from time to time, issue guidance on preferred approaches.
4. Independent Contractor Status
4.1 Self-Employed Status
You acknowledge that you are engaged as an independent contractor and not as an employee, worker, or agent of oXyFire. You are solely responsible for your own tax affairs, including income tax, National Insurance contributions, and VAT (if applicable), and you are not entitled to any employee or worker benefits including holiday pay, sick pay, or pension contributions.
4.2 IR35 and Off-Payroll Working
Where the off-payroll working rules (commonly referred to as "IR35") apply to this engagement, oXyFire will notify you in writing of its Status Determination Statement prior to the commencement of the engagement. You agree to co-operate with oXyFire in providing any information reasonably required to make such a determination.
4.3 Control Over Work
Nothing in these Terms shall require oXyFire to exercise day-to-day control over the manner in which you perform the services. oXyFire may set performance standards, production requirements, deadlines, and delivery specifications, and may provide a Call Sheet outlining roles, timings, and technical requirements. Subject to meeting those standards and requirements, you retain control over how you carry out the services.
4.4 Substitution
You may not substitute another person to perform the services without the prior written consent of oXyFire. If oXyFire consents to a substitution, the substitute must be suitably qualified and must agree in writing to be bound by these Terms before commencing work.
5. Fees and Expenses
5.1 Fees
Payment for services will be made in accordance with the amounts set out in the Purchase Order or any accompanying written documentation. Unless otherwise agreed in writing, payment terms are 30 days from the date oXyFire receives a valid invoice. A valid invoice must reference the relevant Purchase Order number, the services performed, and the period to which it relates.
5.2 Invoice Approval
oXyFire will approve or raise a written query on any invoice within 10 business days of receipt. Where an invoice is queried, oXyFire will specify the basis of the query in writing. Payment of any undisputed portion of an invoice shall not be withheld pending resolution of a dispute over the remainder.
5.3 Late Payment
Where payment of an undisputed invoice is not made within the agreed terms, you may be entitled to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998, at the statutory rate of 8% above the Bank of England base rate.
5.4 Expenses
All expenses are your responsibility unless expressly agreed otherwise in writing before they are incurred. Significant expenses, including travel and accommodation, must be approved in advance by the Production Manager. Approved expenses should be submitted with supporting receipts within 14 days of the engagement.
6. Conduct and Professional Standards
6.1 Professional Conduct
You agree to conduct yourself professionally at all times during any engagement. This includes treating oXyFire staff, clients, venue personnel, and members of the public with courtesy and respect, maintaining appropriate standards of dress and behaviour on site, and adhering to any site-specific or client-specific rules communicated to you in the Call Sheet or by the Production Manager.
6.2 Reputational Standards
You acknowledge that oXyFire operates in an environment where professional reputation is commercially significant. You agree not to act in any manner on-site or in connection with an engagement that is likely to cause embarrassment, reputational harm, or damage to the relationship between oXyFire and any of its clients. oXyFire reserves the right to remove you from an engagement immediately if, in its reasonable opinion, your conduct falls below the required standard, without prejudice to its rights under clause 9. Where you are removed for reasons other than serious misconduct, oXyFire will pay for services properly performed and completed up to the point of removal. No payment shall be due where removal is a consequence of serious misconduct, gross negligence, or a material breach of these Terms.
6.3 Health and Safety
You must comply with all applicable health and safety legislation, including the Health and Safety at Work etc. Act 1974, and any site-specific health and safety policies communicated to you by oXyFire or the venue. You are responsible for ensuring that any equipment you bring to an engagement is safe, properly maintained, PAT tested where required, and fit for purpose. You must report any health and safety concerns or incidents to the Production Manager immediately.
7. Media, Data and Equipment Handling
7.1 Footage and Media
All footage, recordings, rushes, media cards, files, and other deliverables captured or created in the course of an engagement must be treated as Confidential Information and handled in accordance with clause 8. You must not retain, copy, share, or use any such material for any purpose other than delivering the agreed services to oXyFire.
7.2 Data Security
Where you handle digital media or data in connection with the services, you must take reasonable steps to ensure its security, including maintaining adequate backups during the engagement and transferring or deleting all original copies upon completion in accordance with oXyFire's instructions. Any loss, damage, or compromise of footage or media must be reported to oXyFire immediately.
7.3 Equipment Responsibility
You are responsible for the care, maintenance, and security of any equipment you bring to an engagement. oXyFire accepts no responsibility for loss, theft, or damage to your equipment on site unless directly caused by oXyFire's own negligence. Where an engagement involves a controlled or secure production environment, oXyFire will take reasonable steps to ensure that environment is suitable and that reasonable site security is in place. You are encouraged to raise any specific concerns about the security of high-value equipment with the Production Manager in advance of the engagement.
8. Confidentiality and Data Protection
8.1 Confidentiality
You agree to keep strictly confidential all information relating to oXyFire's business, clients, projects, pricing, and deliverables that you access or receive in connection with your engagement ("Confidential Information"). You must not disclose any Confidential Information to any third party without oXyFire's prior written consent, and must use it solely for the purpose of performing the services. This obligation continues for a period of 5 years following the termination or expiry of any engagement, save that obligations in respect of trade secrets, client identities, pricing information, and any information that would qualify as a trade secret under the Trade Secrets (Enforcement, etc.) Regulations 2018 shall continue indefinitely.
8.2 Exceptions
The confidentiality obligation in clause 8.1 does not apply to information that: (a) is or becomes publicly known through no act or omission of yours; (b) was already in your possession prior to the engagement, free of any obligation of confidence; or (c) is required to be disclosed by law, regulation, or court order, provided you give oXyFire as much advance written notice as reasonably practicable.
8.3 Data Protection
To the extent that you process personal data in connection with the services, you must comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Where required, you will enter into a data processing agreement with oXyFire in a form approved by oXyFire.
9. Intellectual Property
9.1 Ownership and Assignment
All Intellectual Property Rights in any work, deliverable, or output created by you in connection with the services vest in and are assigned to oXyFire with full title guarantee, effective from the moment of creation. To the extent that any such rights do not vest automatically, you hereby assign them to oXyFire by way of present and future assignment. You agree to execute any further documents and take any further steps reasonably required by oXyFire to perfect or record this assignment.
9.2 Moral Rights
To the fullest extent permitted by law, you waive all moral rights (including the right of attribution and the right of integrity) in respect of any works created in the course of providing the services to oXyFire.
9.3 Pre-Existing Materials
Where you incorporate any pre-existing intellectual property owned by you ("Background IP") into a deliverable, you grant oXyFire a perpetual, irrevocable, royalty-free, sub-licensable licence to use that Background IP to the extent necessary to make use of the deliverable. Ownership of your Background IP is unaffected by this licence.
10. Non-Solicitation
10.1 Non-Solicitation of Clients
During any engagement and for a period of 12 months following the completion or termination of that engagement, you agree not to directly solicit, approach, or accept work from any client of oXyFire with whom you had material involvement in the course of that engagement, without the prior written consent of oXyFire.
10.2 Reasonableness
The parties acknowledge that this restriction is reasonable and necessary to protect oXyFire's legitimate business interests, and that 12 months is no longer than is required for that purpose. If any court finds this restriction to be unenforceable in its current form, it shall be deemed modified to the minimum extent necessary to make it enforceable.
11. Indemnity and Insurance
11.1 Freelancer Indemnity
You agree to indemnify and hold harmless oXyFire Media Creative Ltd, its officers, employees, and agents from and against any direct losses, damages, costs (including reasonable legal costs), or third-party claims arising from your negligence, wilful misconduct, or material breach of these Terms, to the extent caused by your acts or omissions. This indemnity does not extend to: (i) losses or claims arising from the acts or omissions of oXyFire or any third party for whom oXyFire is responsible; or (ii) indirect or consequential losses.
11.2 Freelancer Insurance Requirements
Where you are engaged as a limited company or as a business entity, you must hold and maintain throughout the duration of each engagement, and for a minimum of six years following its completion, the following insurance policies:
Professional Indemnity insurance of not less than £1,000,000 per claim; and
Public Liability insurance of not less than £2,000,000 per claim.
You must provide copies of valid certificates of insurance to oXyFire upon request and before commencing any engagement. Failure to maintain adequate insurance is a material breach of these Terms. You remain solely responsible for any loss, damage, or liability arising from your own acts or omissions, and oXyFire's insurance does not extend to cover your activities or liabilities.
12. Termination and Cancellation
12.1 Termination for Breach
oXyFire may terminate this agreement and any Confirmed Engagement immediately and without notice if you: (a) commit a material breach of these Terms that is incapable of remedy; (b) commit a breach that is capable of remedy but fail to remedy it within 7 days of written notice requiring you to do so; or (c) become insolvent, enter administration, or make any arrangement with creditors.
12.2 Cancellation by oXyFire – Confirmed Engagements
Where oXyFire cancels a Confirmed Engagement for reasons other than your breach of these Terms, the following cancellation fees shall apply, calculated as a percentage of the agreed Fees for that engagement:
More than 5 days’ notice before the scheduled engagement date: no cancellation fee payable.
Between 2 days and 5 days’ notice: 50% of the agreed Fees.
Less than 48 hours’ notice: 80% of the agreed Fees.
For the purposes of this clause, notice is calculated from the time it is received in writing. Cancellation fees are payable within 14 days of the cancellation notice. No cancellation fee is payable where oXyFire cancels due to circumstances outside its reasonable control (see clause 14).
12.3 Termination by You
You may terminate your engagement with oXyFire by giving not less than 14 days’ written notice, provided that any services already agreed and in progress are completed to the reasonable satisfaction of oXyFire before the termination takes effect, or a suitable handover is agreed.
12.4 Consequences of Termination
On termination or expiry of any engagement, you must promptly return or destroy all Confidential Information and materials belonging to oXyFire. Clauses 8 (Confidentiality), 9 (Intellectual Property), 10 (Non-Solicitation), 11 (Indemnity), and 15 (Governing Law) survive termination.
13. Limitation of Liability
13.1 Exceptions – Unlimited Liability
Nothing in these Terms limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by English law.
13.2 Cap on oXyFire’s Liability
Subject to clause 13.1, oXyFire’s total liability to you arising out of or in connection with any single engagement shall not exceed the total Fees paid or payable to you under that engagement. For the avoidance of doubt, this cap applies only to oXyFire’s liability to you and does not limit or cap your liability to oXyFire, which is addressed in clause 13.3 below.
13.3 Cap on Freelancer Liability
Subject to clause 13.1, your total liability to oXyFire arising out of or in connection with any single engagement shall not exceed the higher of: (a) £1,000,000; or (b) the level of insurance cover you are required to maintain under clause 11.2. This cap does not apply to liability arising from wilful misconduct, fraud, or breach of clause 8 (Confidentiality) or clause 10 (Non-Solicitation).
Terms and Conditions of Engagement *
