TERMS OF SERVICE
1.1 These terms of service, together with the information contained within the agreed order (and in the case of a Retainer Agreement or Master Services Agreement, the specific terms of that overarching agreement) will form a binding contract between Névé Studios Ltd (“We/Our/Us”) and the party (“You/Your”) who orders Photography and/or Video Production Services, Marketing Campaign Development, Consultancy and/or Auditing Services from Us and shall constitute the entire agreement between You and Us and apply to any trading agreement or other contract or arrangement between You and Us.
1.2 These terms apply to the exclusion of all other terms or conditions of contract You may propose and shall not be varied unless agreed in writing and signed by Us.
DEFINITIONS
2.1 For the purposes of this agreement, the following expressions shall have the following meanings:
“Client Content” shall mean all materials and third party services provided by You to Us for inclusion into, or use in conjunction with, the Visual Content and / or Strategy Services.
The “Fees” shall mean the rate of payment for the provision of Photography and Video Production Services, Marketing Campaign Development, Consultancy and/or Auditing by Us to You as is communicated to You either through Our website or by any other means. The Fees shall include any third party Fees payable in the creation of the Visual Content and/or Strategy Services.
“Total Fees Estimate” shall mean any estimate of the Fees for undertaking Photography and Video Production Services, Marketing Campaign Development, Consultancy and/or Auditing given to You by Us, also called the “Quotation” or “Quote”.
“The Delivery Date” shall mean the date agreed by You and Us for delivery of the Visual Content and/or Strategy Services.
The “Shoot Date” shall mean the date agreed by You and Us upon which any photographic material which forms part of the Photography and Video Production Services will be created.
“Visual Content” shall mean any photographic, graphic design, computer graphic design or other visual media works requested by You and supplied by Us in accordance with this agreement.
“Strategy Services” shall mean any Consultancy, Auditing and/or Marketing Campaign Development requested by You and supplied by Us in accordance with this agreement.
“Photography and Video Production Services” shall refer to the act of producing the Visual Content requested by You and supplied by Us in accordance with this agreement.
“Consultancy” shall refer to the provision of expert advice, guidance, and strategic recommendations related to digital advertising and marketing.
“Auditing” shall refer to the detailed evaluation and analysis of Your existing digital advertising and marketing activities.
“Marketing Campaign Development” shall refer to a standalone project involving the planning and development of a marketing campaign, billed at an hourly rate and subject to staged payments.
“Service(s)” shall be used as a collective term for the above defined Photography and Video Production Services, Marketing Campaign Development, Consultancy and Auditing.
CONFIRMATION & BOOKING
3.1 In consideration of the payment by You to Us of the Fees, We agree to provide the Service(s) in accordance with the written (including emailed) Quotation and proposal, with reasonable and due care in accordance with and subject to these terms.
3.2 We shall use best endeavours to ensure that the Visual Content shall be faithful to the conceptualisation of the works, pitch or proposal and follow the same standards of quality.
3.3 Written acceptance of a proposal and/or instruction to proceed constitutes acceptance of this agreement and a contract shall be created between You and Us for the supply of the Service(s).
3.4 You assume sole responsibility for ensuring that the Service(s) described in any proposal meets its requirements before acceptance of the proposal.
3.5 For all ad-hoc work, including but not limited to Photography and Video Production Services, Marketing Campaign Development Services, Consultancy and Auditing, a non-refundable Initial Payment is required together with acceptance of the proposal.
3.5.1 For Photography and Video Production Services the Initial Payment covers Our agreed loss in the event of a cancellation of a booked Shoot Date. Where a Shoot Date is to be postponed to a later date We will retain the Initial Payment as long as We can reschedule for a new date and time. See Clause 12 for notice period restrictions.
3.5.2 For Marketing Campaign Development Services, the Initial Payment covers initial planning, research, and strategy development, which are non-refundable due to the time and resources invested. If You cancel early and work has not begun, We may, at our discretion, refund some or all of this payment, depending on the timing and resources committed.
3.5.3 For Consultancy and Auditing the Initial Payment covers preparation, initial analysis, and any groundwork necessary which are non-refundable due to the time and resources invested prior to delivering any recommendations. If You cancel early and work has not begun, We may, at our discretion, refund some or all of this payment, depending on the timing and resources committed.
3.6 We are not obliged to carry out any work before the Initial Payment is received. In the event that any preliminary work is carried out prior to receipt of the Initial Payment and the order is then cancelled We will invoice You for this work.
3.7 All quotes are valid for thirty (30) days unless otherwise agreed or stated.
3.8 Your requirements must be clearly provided in the form of a written brief to Us with at least 48 hours notice before commencement of any work. Should we commence work after this period without such brief this does not waive the requirement of such.
3.9 Any contract requiring Us to work to specific deadlines provided within the written agreement will be deemed to include a proviso that You will make yourselves reasonably available to communicate with Us, Our servants or Our agents, as necessary. While We will endeavour to meet any deadlines, time shall not be of the essence for the performance of the Services and there may be instances where circumstances beyond Our control prevent deadlines being met. In these circumstances We will keep You fully updated on progress.
3.10 Mileage will be charged at £0.45 per mile for the total return journey from the base of each team member. Beyond two hours of travelling, an additional hourly rate will be charged at 50% of £125.00 or 50% of the agreed Contracted amount if different.
COOPERATION
4.1 You will cooperate with and act in good faith towards Us and provide on request such source materials as are required to create the Visual Content and/or Strategy Services (“Client Content”) as We are to incorporate into the Visual Content and/or Strategy Services or We require to carry out Our obligations. You shall further promptly provide all other information and assistance (including access) as We shall reasonably request in providing the Services.
- PAYMENT
5.1 You shall pay Us the Fees without deduction or set off within 30 days of receipt of a valid invoice or within the timeframe stipulated on that invoice if different.
5.1.1 The Invoice for the Initial Payment is to be treated as a formal request for payment and is not a pro-forma invoice. Payment of this invoice confirms acceptance of the outlined terms and commencement of work.
5.2 You shall provide Us with all such information and material as We may reasonably request for the purpose of generating a valid invoice for payment of the Fees, including, where required, the provision of purchase order numbers within the period of two (2) days following the request for such information.
5.3 Any Total Fees Estimate communicated to You by Us is an estimate only. The Fees shall be set on the basis set out by Us and may be less than, or more than, the Total Fees Estimate.
5.4 We may charge additional Fees in accordance with its then prevailing rates in the event of:
5.4.1 Delays or additional works caused or required by You including its failure to properly and / or timeously provide Us with such information, Client Content, instructions, media, access or approvals as are reasonably required for the supply of the Services;
5.4.2 Changes to the cost of labour, materials, services and other circumstances outside of Our reasonable control.
5.4.3 You requiring the supply of Visual Content and/or Strategy Services, goods and services in addition to those requested or any variations to the Visual Content;
5.4.4 Agreed third party expenses.
5.4.5 Any props, materials or physical items purchased specifically for the project are treated as final purchases and are non-returnable. These costs are chargeable to You in full, as the administrative time required to process returns typically exceeds any cost benefit and would otherwise incur additional labour charges.
5.5 In the event that You require any change or alteration to the Visual Content and/or Strategy Services (“Change”), You and We shall, prior to such Change being effective or implemented, agree:
5.5.1 The nature of the Change;
5.5.2 The procedures for implementation of such Change; and
5.5.3 The variation to the Fees.
5.6 Until any Change is formally agreed between You and Us, We will continue to perform and be paid for the Visual Content and/or Strategy Services as if the Change had not been proposed, unless otherwise requested by You.
5.7 All and any Changes to the Visual Content and/or Strategy Services shall be accompanied by appropriate amendments to the Fees.
5.8 For the avoidance of doubt We shall not be obliged to agree to any Change.
5.9 We shall be entitled to charge interest on any overdue payment at the rate of 4% over the base rate of the Bank of England at the time.
5.10 Payment of Fees should be made through BACS, CHAPS or online via the Stripe payment gateway integrated into invoices (if applicable).
COPYRIGHT & CONFIDENTIALITY
6.1 All copyright, design right, registered designs, trademarks, database rights, and confidential information and ideas and all other rights whatsoever of a like nature worldwide whether registered or not of whatever nature in material devised, created or commissioned by Us in supplying the Visual Content and/or Strategy Services and under this Agreement (“Intellectual Property”) will vest in and belong to Us unless otherwise agreed in writing and signed by both You and Us. We may include within the Visual Content and/or Strategy Services reasonable copyright notice and credit.
6.2 Upon receipt of the Fees, We grant You a non-exclusive licence to use the Intellectual Property in the Visual Content for the media, territory and duration set out in the relevant project quote (“the Licence”). Where no specific media, territory or duration is stated in the project quote, the Licence shall be limited to digital display use within the United Kingdom for the duration of the campaign or project for which the Visual Content was commissioned. The Licence shall not arise and any use of the Intellectual Property shall be unlawful if the Fees are not paid in full or if You reject the Visual Content and/or Strategy Services. Any use beyond the scope of the Licence, including but not limited to additional territories, media formats, or extended duration, requires Our prior written consent and may be subject to additional fees. For the avoidance of doubt, this agreement grants a licence only and does not transfer ownership of any Intellectual Property to You. Where full assignment of rights is required, this must be separately agreed in writing and signed by both parties.
6.3 The license granted above shall apply only to the Intellectual Property in the Visual Content and Campaign Development which We are specifically requested to proceed with and not to any of Our original ideas, concepts or proposals pitched or suggested to You, all of which shall be retained by Us.
6.4 We shall use reasonable endeavours to obtain Your approval for the use of the Visual Content otherwise than as stipulated under this agreement. In the event that You are contacted with such a request, the approval requested may be withheld by You on reasonable grounds. In the event that Our endeavours to contact You are unsuccessful or if the approval for use of the Visual Content by Us is withheld without You setting out reasonable grounds for withholding that approval, We shall be entitled to use the Visual Content without further reference to You. Nothing in this clause shall give Us any right to grant further licenses to use the Visual Content in relation to any third party.
6.5 You grant Us a non-exclusive royalty free license to use the Client Content for all purposes relating to this Agreement and warrant that You are fully entitled to grant Us these rights and that the Client Content is free of racist, defamatory, obscene and other legally restricted material.
6.6 You undertake to indemnify Us and hold Us harmless in full and defend Us at Your own expense against all costs, damages and losses incurred by it arising out of Our use of the Client Content.
6.7 Each Party undertakes that it will keep secret and confidential any information supplied by either party in connection with this Agreement or in connection with the business of the other and in connection with the Visual Content and shall only disclose such information or part thereof (except to its own employees and advisers and then only on a need to know basis) with the other party’s prior written consent provided that this clause shall not extend to information which was and can be shown to be rightfully in the possession of the relevant Party prior to the commencement of the negotiations leading to this Agreement or which is in the public domain (other than as a result of a breach of this clause);
6.8 We warrant that We will use reasonable efforts to ensure that the Visual Content does not infringe the copyright of any third party.
DELIVERY, INSPECTION AND ACCEPTANCE
7.1 We shall, on or before the Delivery Date, provide the Visual Content to You via online transfer, as agreed between You and Us. If You require delivery of the Visual Content in any other format or by any specified method of delivery, You shall meet such additional costs (if any) incurred by reason of that requirement.
7.2 Photographic or other visual material shall only be treated as being defective if both You and Us agree that the Visual Content is below the specific resolution communicated by the You to Us (if any) or any commonly observed specific requirements as are suitable for the required media in which the Visual Content is intended to appear.
7.3 You shall not be entitled to claim that the Visual Content is defective if:
7.3.1 You have already approved the Visual Content, including by email.
7.3.2 You or Your directors, agents, employees or any other person acting under Your instructions has been active in the art direction applied to the Visual Content.
7.4 You shall inspect the Visual Content upon delivery and shall notify Us immediately if You wish to claim that the Visual Content is defective whereupon We shall, if such defect is proved, be given 5 days within which to remedy the same.
7.5 In the event that it is not possible for Us to remedy any defect in the Visual Content and before any deadline set by a third party for the delivery of the Visual Content by You, You shall be entitled to reject the Visual Content and to withhold Payment of the Fees.
7.6 If You fail to alert Us of any defects in the Visual Content within five (5) days of delivery then You shall be deemed to accept the Visual Content.
7.7 You shall have no right to seek any cancellation or repayment of job costs on the basis of style or composition.
7.8 Settling an invoice and downloading or making use of any Visual Content supplied by Us, are all considered acceptance of Visual Content.
CONTRACTED WORK
8.1 For all work carried out under a Retainer Agreement or Master Services Agreement, separate terms apply. Where there is a conflict between any terms of such overarching agreement and any of these terms of service, the terms of the overarching agreement shall prevail.
LIMITATION OF LIABILITY
9.1 Our total aggregate liability for any loss or damage, howsoever caused, whether in contract, tort or otherwise, shall not exceed the Fees paid by You to Us in the three months preceding the claim. All service-specific limitations set out in clauses 9.6 to 9.8 operate within and subject to this overall cap. Nothing in this Agreement limits liability for death or personal injury caused by negligence.
9.2 Nothing in these terms of service shall limit the liability of either party for death or personal injury caused by its negligence.
9.3 In no event shall We be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, revenue, or data, arising out of or in connection with the provision of Services under this Agreement.
9.4 When instructions or advice are given or received orally by Us, We shall have no liability to You for any misunderstanding or misrepresentation, which may arise in relation thereto except in relation to fraudulent misrepresentations.
9.5 We shall have no liability to You in respect of the Client Content. On completion of the Visual Content You agree to collect the Client Content within 60 days of completion of the works, failing which, We may dispose of the Client Content.
9.6 In the provision of Photography and Video Production Services We shall not be liable for any loss or damage arising from equipment failure, adverse weather conditions, or any other circumstances beyond Our control that may affect the quality or delivery of the Services. Once files or deliverables have been transferred to You, We accept no responsibility for loss, damage, or misuse of the materials.
9.7 In the provision of Marketing Campaign Development We are not responsible for the implementation or performance of the strategies provided under this Agreement. Recommendations are based on the data and information available at the time and do not guarantee specific outcomes. Any inaccuracies in the information provided by You may impact the quality of Our advice.
9.8 In the provision of Consultancy and Auditing Services Our recommendations are based on the information provided by You and data available at the time of the audit. We are not liable for inaccuracies arising from incomplete or incorrect information. Implementation of recommendations is at Your discretion, and We accept no liability for the outcomes of such implementation.
9.9 You agree to accept the technical results of Your imposition on Us of any specific instructions. Negotiation with any officials for moderation of guidelines is Your responsibility.
9.10 Client approval and acceptance of deliverables is governed by Section 10 of this agreement.
9.11 Force Majeure
9.11.1 Neither Party shall be liable for any failure to perform or delay in performing any obligation under this Agreement if such failure or delay arises from or is caused by events or circumstances beyond its reasonable control, including but not limited to Internet outages, communications outages, war, acts of terrorism, government stipulations, pandemics, natural disasters, or other acts of God (collectively, ‘Force Majeure Events’).
9.11.2 The affected Party shall notify the other Party in writing as soon as reasonably practicable, providing details of the Force Majeure Event and its expected duration. The obligations of the affected Party shall be suspended for the duration of the Force Majeure Event, provided the affected Party takes all reasonable steps to mitigate its effects.
9.11.3 If the Force Majeure Event continues for more than 60 days, either Party may terminate this Agreement upon written notice to the other Party without liability, except for payment obligations for Services rendered prior to the Force Majeure Event. Any deposit or Fees paid in respect of Services rendered prior to the Force Majeure Event shall be retained by Us.
APPROVAL & ACCEPTANCE OF DELIVERABLES
10.1 We shall provide deliverables to You for review at the stages agreed in the relevant project quote. You shall review each deliverable promptly and provide written approval or clearly reasoned feedback within five (5) working days of delivery, unless a different period is agreed in writing.
10.2 Client approval of any deliverable, whether given in writing, by email, or by download and use of materials, constitutes acceptance of that deliverable and transfer of responsibility for the final outcome. By granting approval, You acknowledge that the deliverable meets Your requirements and expectations.
10.3 We shall not be liable for any errors, omissions, or outcomes arising from approved materials, provided they align with the approved scope of work and specifications as set out in the relevant project quote.
10.4 Any changes or revisions requested after approval has been given may be treated as a Change under clause 5.5 and may incur additional charges and impact agreed timelines.
10.5 If You fail to provide approval or feedback within the period set out in clause 10.1, You shall be deemed to have accepted the deliverable. We reserve the right to invoice for completed work at that point.
10.6 You shall have no right to seek cancellation or repayment of job costs on the basis of style or composition once approval has been given or deemed given under clause 10.5.
THIRD PARTY MATERIALS
11.1 You shall be responsible for and notify Us of all applicable rules, regulations, codes of practice, and laws relating to the use and operation of the Visual Content, including without limitation any obligations under the UK General Data Protection Regulation (UK GDPR); Regulation of Investigatory Powers Act 2000 (and any applicable updates); Competition Act 1998; Equality Act 2010; and any equivalent legislation. We shall not be liable to You for compliance with such legislation and give no warranty, representation, or undertaking in relation thereto, unless expressly agreed otherwise in writing.
11.2 We give no warranty, representation or undertaking in relation to any third party materials or works.
11.3 Subject to and provided that We act in accordance with clause 6 above, You agree that You are responsible for Your selection and use of all Visual Content and contracting with any third parties in relation thereto and that You shall be responsible for making reasonable enquiries into the copyright and like rights in any Visual Content.
11.4 Subject to the foregoing We shall have no liability to You whatsoever in relation to the Visual Content and give no warranty and make no representation as to whether Visual Content contain or are free from racist, defamatory, sexually explicit, inflammatory, obscene or other legally restricted material and explicitly exclude all and any liability in relation thereto.
CANCELLATION
12.1 We shall be entitled to terminate this Agreement upon Your material breach (including without limitation non-payment of any sum due) unless You remedy such breach within 7 days of its occurrence.
12.2 In the event that You wish to cancel the Services (save in the event of a material breach by Us of a fundamental term of this Agreement) at any time, We shall be entitled to recover the following proportions of the Fees:
12.2.1 Where such cancellation is communicated to Us more than 48 hours in advance of any Shoot Date, in the case of Photography and Videography Services, We shall not be entitled to any proportion of the Fees other than the amounts for non-redeemable items such as Location Hire, Hotels, Props and Models;
12.2.2 Where such cancellation is communicated to Us within the period between 48 hours and 24 hours in advance of the Shoot Date, in the case of Photography and Videography Services, We shall, at Our option, be entitled to recover 50% of the Fees plus amounts for non-redeemable items such as Location Hire, Hotels, Props and Models;
12.2.3 Where such cancellation is communicated to Us within the period of 24 hours before the Shoot Date, in the case of Photography and Videography Services, or if any such cancellation is not communicated to Us at all, We shall, at Our option, be entitled to recover 100% of the Fees.
12.2.4 For all Services other than Photography and Videography Services, but including non-photographic Visual Content, any cancellation after acceptance of a proposal, or if any such cancellation is not communicated to Us at all, We shall, at Our option, be entitled to recover 100% of the Fees (see 3.5.2 and 3.5.3).
12.3 During the term of this Agreement, and for a period of 12 months following its termination or expiration, You shall not, directly or indirectly, solicit, entice, or attempt to solicit or entice any of Our staff or any person employed or engaged by Us in connection with the provision of the Services within the 6 months immediately preceding the termination or expiration of this Agreement, to leave their employment or cease providing their services to Us.
TERMINATION
13.1 Either party may terminate this agreement by giving one (1) month’s written notice to the other party. During any notice period, all work in progress shall continue and be invoiced in accordance with the terms of this agreement unless otherwise agreed in writing.
13.2 Either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of this agreement and, if such breach is capable of remedy, fails to remedy it within 14 days of receiving written notice to do so;
(b) the other party becomes insolvent, enters administration, receivership or liquidation, makes an arrangement with its creditors, or any analogous event occurs in any jurisdiction; or
(c) the other party ceases or threatens to cease to carry on business.
13.3 Upon termination for any reason, the following shall apply:
(a) All work completed or reasonably in progress up to the termination date shall be invoiced and payable within 30 days;
(b) Any deposits or payments made in respect of work not yet commenced shall be refunded to You within 30 days, less any reasonable costs already incurred by Us;
(c) The licence granted under clause 6.2 shall subsist only in respect of Visual Content for which the Fees have been paid in full; and
(d) Each party shall promptly return or destroy the other’s confidential information on request, subject to any legal obligation to retain records.
13.4 Termination of this agreement shall not affect any rights or obligations that have accrued prior to the termination date, nor shall it affect any clause that is expressly or by implication intended to survive termination, including clauses 6 (Copyright & Confidentiality), 9 (Limitation of Liability), 10 (Approval & Acceptance), 12 (Cancellation) and 14 (General).
GENERAL
14.1 Nothing in this Agreement shall be deemed to constitute a partnership or agency relationship between the Parties and neither of the Parties shall do or suffer to be done anything whereby it may be represented as a partner or agent of the other party.
14.2 If at any time any part of this Agreement is or becomes unenforceable, such part will at Our option be construed as far as possible to reflect the parties’ intentions and the remainder of the provisions will remain in full force and effect.
14.3 No forbearance, delay or indulgence by either party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of right operate as a waiver of any subsequent breach of this Agreement.
14.4 You shall not assign the benefit or burden of this Agreement without Our prior written consent.
14.5 No person who is not a party to this Agreement shall be entitled to enforce any of the terms pursuant to the Contracts (Rights of Third Parties) Act 1999.
14.6 These Terms are made and shall be construed in accordance with the laws of England and the Parties submit to the exclusive jurisdiction of the English courts.