This Content Sprint Service Agreement (the "Agreement") is entered into between:

• We Should Create Limited, a company registered in England and Wales (company number [11339011]) with its registered office at Studio 3D, Hill Street Studios, 137 Commercial Street, Newport, NP20 1LN, hereinafter referred to as the "Company"; and
• [●], a company/individual referred to as the "Client" with address at: [●]

The Company and the Client are collectively referred to as the "Parties." The Parties hereby agree to the terms and conditions below for a one-time Content Sprint content creation service.

2.1 Content Sprint Overview: The Company agrees to provide a one-time content creation service to the Client known as a Content Sprint. A Content Sprint is a focused, short-term project (typically conducted over four consecutive business days) dedicated to planning, producing, and delivering a variety of brand content for the Client. This is a single, one-off engagement; nothing in this Agreement commits the Parties to any recurring or ongoing content services beyond this Content Sprint, unless otherwise agreed in writing in the future.

2.2 Scheduling: The Content Sprint will be scheduled for a specific date for the main content shoot. The primary filming/photography day is expected to take place on [●] or on such other date as the Parties may agree in writing (the "Shoot Date"). Pre-production planning will occur before the Shoot Date, and post-production editing will occur immediately after the Shoot Date as described in Section 6. The Shoot Date and any related schedule shall be coordinated between the Parties in advance.

2.3 Process: The Content Sprint typically involves:

• Planning & Strategy: A pre-production planning session where the Company and Client collaborate to identify content goals and priorities. The Company will propose content ideas and prepare a shoot plan aligned with the Client’s brand and objectives.
• Content Shoot: A dedicated content creation session on the Shoot Date. The Company will capture footage, photographs, and other media at the agreed location(s) (e.g., Client’s office, the Company’s studio, or another site as appropriate) in line with the approved plan.
• Editing & Delivery: A post-production period of two (2) working days immediately following the Shoot Date (the "Editing Window") during which the Company will edit the captured material, incorporate Client feedback, and deliver the final content assets (see Section 6 for the revision process).

2.4 No Ongoing Obligation: The Parties acknowledge that this Agreement is for a one-time Content Sprint only. There is no retainer, subscription, or continuous engagement implied beyond the deliverables of this Content Sprint. Any future content projects or additional sprints will require a separate agreement or addendum.

3.1 Content Output: The Company will deliver to the Client a variety of edited content assets resulting from the Content Sprint. The exact nature and quantity of deliverables will be determined based on the Client’s business priorities and the strategy agreed during pre-production. Deliverables may include, but are not limited to:

• Social Media Content: Short-form videos or graphics optimised for social platforms (e.g. Instagram Reels, TikTok, Facebook, LinkedIn posts).
• Long-Form Video: Longer videos suitable for platforms such as LinkedIn, YouTube, or the Client’s website (e.g. interviews, product demos, explainer videos).
• Photography: Professional photographs such as employee headshots, team photos, office or location imagery, product photos, or event photography.
• Short-Form Ad Content: Brief promotional videos or animations intended for use in paid advertising or marketing campaigns.
• Product Launch Content: Visual content (video and/or stills) created to showcase new products or services, which may include product imagery, launch announcement videos, or behind-the-scenes footage.
• Other Branded Assets: Any other content type agreed upon (for example, testimonials, case study videos, behind-the-scenes clips, etc.) that would support the Client’s marketing goals.

3.2 Quality and Format: All final deliverables will be provided in high-quality digital formats suitable for the intended platforms (e.g. HD or 4K resolution for video, high-resolution JPEG/PNG for images, etc.). The deliverables will adhere to the Client’s brand guidelines and requirements as communicated to the Company. The Company will use its professional judgment to ensure the content is high-quality and fit for purpose.

3.3 Acceptance of Deliverables: Deliverables are subject to the revision and approval process described in Section 6. Once final deliverables have been approved (or deemed approved) by the Client, the Content Sprint will be considered complete. Minor edits or format adjustments requested by the Client after final approval will be at the Company’s discretion and may incur additional fees as described in Section 6.5 if beyond the scope of the Sprint.

4.1 Service Fee: The Client shall pay the Company a fixed fee of £2990 (plus VAT if applicable) for the Content Sprint (the "Service Fee"), unless otherwise agreed separately in writing. This Service Fee covers the planning, one Shoot Day, and delivery of the agreed content deliverables as outlined in this Agreement.

4.2 Upfront Payment: Full payment is required upfront for the Content Sprint. Upon signing this Agreement, the Company will issue an invoice to the Client for the Service Fee (and any applicable VAT). The invoice must be paid in full no later than the day before the Shoot Date. Timely payment is essential for the Company to reserve the Shoot Date and commence any pre-production work.

4.3 Payment Method: Payment shall be made via the method indicated on the invoice (e.g. bank transfer or other acceptable method) and in the currency stated (GBP, £), unless otherwise specified. All amounts are stated exclusive of VAT; if VAT or any other sales tax is applicable, it will be added to the invoice in accordance with UK law.

4.4 Non-Payment: If the Client fails to pay the invoice in full by the end of the business day before the Shoot Date, the Company reserves the right to cancel or postpone the Content Sprint at its discretion. The Company is under no obligation to carry out the shoot or deliver any content if payment has not been received on time. The Shoot will not proceed until full payment has been confirmed. In the event of a payment delay, the Shoot Date may be lost and a new date would need to be scheduled subject to the Company’s availability. Any such rescheduling due to non-payment may be treated as a cancellation by the Client subject to the refund terms below.

4.5 Additional Costs (Extras): The Service Fee covers the Company’s planning, production, and editing services as set out in this Agreement. It does not cover third-party costs or production extras procured specifically for the Client’s shoot, including but not limited to:

• (a) Paid talent (models, actors, creators, or presenters);
• (b) Location hire (studios, venues, or permitted public spaces);
• (c) Props, set dressing, wardrobe, or styling items;
• (d) Specialist equipment hire beyond the Company’s standard kit;
• (e) Travel, accommodation, or subsistence for shoots outside the Company’s usual operating area;
• (f) Permits, licences, or insurance specific to a chosen location or activity.

For indicative purposes only, paid talent typically costs in the region of £350 per day per person, and location hire typically ranges between £300 and £800 per day, though actual costs vary depending on the brief, supplier, and market rates at the time of booking.

Any such extras will be scoped, costed, and agreed in writing (email is sufficient) before the Company commits to or incurs the expense on the Client’s behalf. These costs will be invoiced separately or added to the Service Fee invoice as agreed, and are payable on the same terms as the Service Fee unless otherwise stated. The Company will not pass on any major additional expenses without the Client’s prior written approval.

5.1 Client Cancellation: If the Client needs to cancel the Content Sprint after executing this Agreement, the Client must notify the Company in writing (email is sufficient). The date of the email or written notice receipt by the Company will be considered the official cancellation date. The following refund policy shall apply, based on how far in advance of the Shoot Date the cancellation occurs and the work completed:

• Cancellation 14 or more days before the Shoot Date (no pre-production started): If cancellation is made at least fourteen (14) days before the scheduled Shoot Date and the Company has not yet begun any pre-production work, the Client will receive a full refund of any Service Fee paid.
• Cancellation 14 or more days before the Shoot Date (after pre-production started): If cancellation is made at least fourteen (14) days before the Shoot Date but the Company has already commenced pre-production work (e.g. content planning, strategy meetings, storyboarding, scheduling of crew or equipment), the Client will receive a 75% refund of the Service Fee. (The Company is entitled to retain 25% of the fee to cover the time and resources spent on pre-production.)
• Cancellation within 14 days of the Shoot Date: If cancellation is made less than fourteen (14) days before the Shoot Date, the Client will receive a 60% refund of the Service Fee. (The Company is entitled to retain 40% of the fee to account for time already allocated, pre-production work, and the short-notice loss of the booking.)

5.2 Refund Process: The Company will process any refund due to the Client under the above terms within 14 days of the cancellation notice. Refunds will be made via the same method as the payment was received, unless otherwise agreed.

5.3 Company Cancellation/Postponement: In the unlikely event that the Company must cancel the Content Sprint (for reasons other than non-payment or breach by the Client), the Company will inform the Client as soon as possible and provide a full refund of any fees paid or, if the Client agrees, assist in rescheduling the Content Sprint to a new mutually acceptable Shoot Date. The Company shall not be liable for any additional costs or damages incurred by the Client in such a case beyond refund of the Service Fee, except as may be agreed upon for a rescheduled project.

5.4 Rescheduling by Client: If the Client wishes to reschedule (and not fully cancel) the Content Sprint, the Client should notify the Company as soon as possible. Rescheduling is subject to the Company’s availability. If the request to reschedule is made at least 14 days in advance of the Shoot Date and the Company is able to accommodate a new date, the Company may allow transfer of the booking to the new date with no penalty (any pre-production work already completed will carry over). However, if the reschedule request is made within 14 days of the Shoot Date or if the Company cannot accommodate the change, it may be treated as a cancellation subject to the above refund terms (at the Company’s discretion). Any agreed new Shoot Date should be confirmed in writing by both Parties.

6.1 Editing Window: The Content Sprint includes a dedicated post-production editing period of two (2) business days immediately following the Shoot Date (the "Editing Window") during which the Company will edit the captured content and incorporate the Client’s feedback. The goal is to deliver final polished content to the Client quickly and efficiently. The Company’s team will work exclusively or primarily on the Client’s content during this Editing Window.

6.2 Draft Delivery (Day 1): By the end of the first day of editing (i.e., the first working day after the Shoot Date, "Editing Day 1"), the Company will provide the Client with access to draft versions of the content deliverables. These drafts will be uploaded to a shared online folder or platform for review. The drafts may include watermarked or low-resolution versions if necessary, but will be sufficient for the Client to evaluate the content and request changes. The Company will notify the Client (via email or the agreed communication channel) once the draft content is ready for review.

6.3 Feedback Process: Upon receiving the draft content, the Client is entitled to unlimited revision requests within the Editing Window. The Client should consolidate and provide their feedback and any requests for edits by the end of Editing Day 1, or as soon as practicable, using the Company’s Notion Tracking Portal (an online collaboration/feedback tool provided by the Company) or another method designated by the Company. Feedback should be clear and specific (e.g., indicating timecodes in videos or file names for images, with the desired changes). Timely feedback is crucial to allow the Company to implement revisions within the tight turnaround.

6.4 Revisions and Final Delivery (Day 2): During the second editing day ("Editing Day 2"), the Company will work on all revisions requested by the Client that were submitted during Day 1. The Company will make best efforts to implement all reasonable changes and refinements as per the Client’s feedback. By the end of Editing Day 2, the Company will deliver the revised final content to the Client. The final deliverables will be provided in the agreed formats and made available for download (for example, via a secure cloud link). The Client shall promptly confirm receipt of the final deliverables.

6.5 Included Revisions: All revision requests made by the Client within the Editing Window (Day 1 and Day 2 post-shoot) are included in the Service Fee at no additional charge, regardless of the number of change requests (i.e., unlimited revisions within that 2-day window). This is intended to ensure the Client is satisfied with the final content.

6.6 Additional Work Beyond Editing Window: If the Client requests further changes after the 2-day Editing Window has concluded, or requests a significant scope change that could not reasonably be addressed within the Editing Window, the Company reserves the right to charge for the additional post-production work. Such additional work will be billed at a rate of £45 per hour (or a separate flat fee agreed upon for a defined scope of work), subject to the Company informing the Client in advance and obtaining the Client’s approval before incurring any such charges. The Company will provide an estimate of the time/cost for any out-of-scope revisions for the Client to approve.

6.7 Client Cooperation: The Client’s timely cooperation in the review and feedback process is essential. If the Client fails to provide any feedback or revision requests within the Editing Window (for example, if the Client does not respond by the end of Editing Day 2), then the drafts provided will, at the Company’s discretion, be deemed accepted as the final deliverables. However, the Company will attempt to accommodate late feedback in good faith when possible.

6.8 Notion Tracking Portal: The Company will grant the Client access to its Notion-based tracking portal or a similar collaboration tool to facilitate the feedback process. The Client agrees to use this portal for consolidating feedback and tracking revision progress. Both Parties acknowledge that clear communication through the designated portal will help ensure a smooth revision process within the limited timeframe.

7.1 Availability of Raw Footage: By default, the Company will provide the Client with the edited final deliverables as outlined in Section 3, but not the unedited raw footage from the shoot. The raw footage (original video files and photographs straight from the camera) remains the property of the Company unless the Client purchases the Raw Footage Buyout option described below.

7.2 Raw Footage Buyout: The Client has the option to purchase a Raw Footage Buyout for an additional fee of £395. If the Client elects this option (by notifying the Company and paying the additional fee), the Company will provide the Client with copies of all raw footage captured during the Content Sprint.

7.3 Delivery of Raw Footage: If purchased, the raw footage will be delivered to the Client in a reasonable format and timeframe after the Shoot Date. Delivery may be via a digital download link, external hard drive, or other appropriate means, as agreed between the Parties. The Client is responsible for providing any necessary storage media if physical delivery is required (e.g., a hard drive) or bearing the cost of such media if provided by the Company.

7.4 Nature of Raw Footage: The Client understands that raw footage is provided "as is". Raw video files may be large and may require specific software to view or edit. They will include all footage shot, including unused or unedited clips, which could be of varying quality (e.g., test shots, outtakes, etc.). The Company will not perform any editing, color-correction, or post-production on raw footage; the purpose of providing raw footage is to allow the Client to have all original materials for archival purposes or future use at their discretion.

7.5 Usage of Raw Footage: Provision of the raw footage is for the Client’s internal use and archival purposes. The raw footage is considered part of the Deliverables and is covered by the same licensing terms in Section 8. In particular, the Client may not sell, license, or distribute the raw footage to any third party (just as with edited content) without the Company’s written permission, except that the Client may hire another editor or agency to create derivative edited content for the Client’s own use. The Client acknowledges that the Company retains underlying copyright in the raw footage unless otherwise transferred in writing.

7.6 No Obligation Without Purchase: If the Client does not purchase the Raw Footage Buyout, the Company has no obligation to provide any raw files. In such case, the Company will securely store the raw footage for at least a period of [3] months after the Content Sprint (to allow for the possibility of later purchase or additional edits if needed) but may delete or archive the raw files thereafter at its discretion.

8.1 Ownership of Materials: The Company is the creator of all videos, photographs, and other content produced during the Content Sprint. The copyright and intellectual property rights in all raw footage and final edited deliverables produced (the "Deliverables") initially belong to the Company. Upon the Client’s payment in full of all fees due under this Agreement, the Company automatically grants the Client the license rights detailed in this Section. Until such payment is received, the Company reserves all rights to the Deliverables and the Client is not authorised to use the Deliverables except for internal review purposes.

8.2 License Grant to Client: Upon full payment, the Company grants to the Client a perpetual, worldwide, royalty-free license to use, reproduce, publish, and display the final Deliverables in any and all media for the Client’s business purposes. This means the Client may use the content everywhere and forever in connection with its business—such as on websites, social media, digital advertising, print materials, trade shows, internal presentations, and any other marketing or promotional platform. This license is exclusive to the Client in the sense that the Company will not provide the same content to any third party or permit any third party to use the Deliverables, except as permitted by the Client or as needed for Company’s portfolio use (see Section 8.5).

8.3 No Sub-Licensing or Transfer: The Client may not sub-license, sell, or transfer the Deliverables or the rights granted herein to any third party without the prior written consent of the Company. The content is intended for use by the Client’s own company/brand. For clarity, the Client cannot, for example, sell the videos to another entity, license a photo for use by a different company, or upload the content to stock libraries. However, the Client may share or distribute the content as part of its normal business marketing or press relations (e.g., providing a video to a partner or reseller to promote the Client’s products, using content in joint marketing with a business partner), as long as the Client is not granting the third party an independent right to exploit the content outside of promoting the Client’s business.

8.4 Alteration and Derivative Works: The Client is allowed to make derivative works from the Deliverables for its own use under this license (for example, creating edited clips from a provided video, adding subtitles or logos, or resizing/cropping images), or to hire third parties to make such derivative edits on the Client’s behalf. Any such derivative works created by or for the Client shall be considered extensions of the licensed content and subject to the same use restrictions (no third-party licensing, etc.). The Company retains ownership of the original materials, but the Client’s license extends to any edits or adaptations it creates for its use.

8.5 Company’s Portfolio Rights: The Company retains the right to use the Deliverables, in whole or in part, for the limited purpose of promoting the Company’s own services. This includes displaying the content in the Company’s portfolio, on its website, in marketing presentations, or on social media, as examples of the Company’s work. The Company will not resell or license the Client’s Deliverables to other parties. If the Client’s project is confidential or tied to an unreleased product or campaign, the Company agrees to delay any portfolio use until the Client has made that content public or gives permission. The Company shall promptly comply with any written request by the Client to remove or cease any specific portfolio use of the Deliverables.

8.6 Client Materials: Any intellectual property provided by the Client to the Company for use in the Content Sprint (such as logos, product designs, trademarks, scripts, or music owned or licensed by the Client) remains the property of the Client (or its respective owner). The Client grants the Company a limited, non-exclusive license to use, copy, modify, and display such Client-provided materials solely for the purpose of creating the Deliverables for the Client. After the Content Sprint, the Company will not use the Client’s intellectual property in any other project or context without the Client’s permission.

8.7 Third-Party Materials: The Company will ensure that any third-party materials (e.g., stock music, stock footage, fonts, or graphics) included in the Deliverables are either properly licensed for the Client’s use or are free to use. If any such third-party material comes with specific usage terms (for example, credit requirements or limitations on use), the Company will inform the Client of these in writing. The cost of any necessary third-party licenses will either be included in the Service Fee or agreed upon with the Client in advance.

8.8 Survival of License: The usage rights granted to the Client in this Section 8 are perpetual and shall survive any termination or expiration of this Agreement. The Client’s license to use the Deliverables is not time-limited. However, if the Agreement is terminated due to the Client’s failure to pay, such license is voided until payment is made in full as per Section 8.1.

9.1 Confidential Information: During the course of the Content Sprint, either Party may disclose to the other certain non-public business, technical, or personal information. All such information that is identified as confidential or that ought reasonably to be understood as confidential (given the nature of the information or the circumstances of disclosure) is deemed "Confidential Information" of the disclosing Party. Confidential Information includes, for example, the Client’s marketing strategies, product plans, or unreleased product details shared with the Company, and the Company’s production techniques, pricing details, or business operations shared with the Client.

9.2 Obligation of Confidentiality: Each Party agrees that it will not disclose or make available the other Party’s Confidential Information to any third party except to its own team members or subcontractors who need to know it for purposes of fulfilling this Agreement (and who are bound by confidentiality obligations). Each Party further agrees not to use the Confidential Information of the other for any purpose outside the scope of this Agreement. The receiving Party shall use at least the same standard of care in protecting Confidential Information as it uses to protect its own confidential information, and at minimum, a reasonable standard of care.

9.3 Exceptions: The obligations in this Section 9 will not apply to information that: (a) is or becomes generally publicly available through no fault of the receiving Party; (b) was already known to the receiving Party prior to disclosure by the disclosing Party, without an obligation of confidentiality; (c) is lawfully received from a third party without restriction and without breach of this Agreement; or (d) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information. In addition, a receiving Party may disclose Confidential Information if required by law or court order, provided it gives prompt notice (if legally permissible) to the disclosing Party to allow the disclosing Party an opportunity to seek a protective order or otherwise prevent or limit such disclosure.

9.4 Return or Destruction: Upon the Client’s request after the completion of the Content Sprint (or upon earlier termination of this Agreement), the Company will return or destroy any of the Client’s Confidential Information in its possession, excluding the Deliverables or materials that the Company may be entitled to retain as work product. Likewise, upon the Company’s request, the Client will return or destroy any Confidential Information of the Company that the Client possesses. Notwithstanding the foregoing, each Party may retain one copy of the Confidential Information for record-keeping or to comply with legal/regulatory requirements, provided that such retained copy remains confidential.

9.5 Survival: The confidentiality obligations set forth in this Section 9 shall commence on the Effective Date and survive for a period of three (3) years following the completion of the Content Sprint or termination of this Agreement, whichever is later. Any trade secrets (as defined by applicable law) will remain protected for so long as they qualify as trade secrets under relevant law.

10.1 Cap on Liability: To the fullest extent permitted by law, each Party’s total liability to the other Party for any claims, losses, or damages arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall be limited to the total amount of fees actually paid (and not refunded) by the Client to the Company under this Agreement. In no event shall the Company’s liability exceed the Service Fee amount, and likewise in no event shall the Client’s liability exceed the Service Fee amount (except for Client’s obligation to pay the Service Fee itself, and except as provided in Section 10.3 below).

10.2 Exclusion of Certain Damages: Neither Party will be liable to the other for any indirect, special, incidental, or consequential damages, or for any loss of profits, loss of revenue, loss of opportunity, loss of data, or business interruption, arising out of or related to this Agreement or the use of the Deliverables, even if the Party has been advised of the possibility of such damages. The Parties agree that the fees reflect the allocation of risk and that this limitation of liability is an essential element of the basis of the bargain between the Parties.

10.3 Exceptions: Nothing in this Agreement shall limit or exclude either Party’s liability for: (a) death or personal injury caused by its negligence or the negligence of its employees or agents; (b) fraud or fraudulent misrepresentation; (c) any breach of Section 9 (Confidentiality) or Section 8 (Intellectual Property & Licensing) by a Party (for example, Client’s unauthorized resale of content or Company’s misuse of Client’s confidential info, which may cause serious harm); or (d) any other liability which cannot be limited or excluded by law.

10.4 Indemnity for Third-Party Claims: The Client agrees to indemnify and hold harmless the Company and its employees or contractors against any third-party claims, liabilities, damages, or expenses (including reasonable legal fees) arising out of or related to the Client’s use of the Deliverables outside the scope of this Agreement, or the Client’s breach of any intellectual property license terms (for example, if the Client supplies the Company with materials to use in the content that infringe someone else’s rights). Similarly, the Company agrees to indemnify and hold harmless the Client against any third-party claim that the Deliverables as provided by the Company (excluding any Client-provided elements) infringe a third party’s intellectual property rights, provided that the Company is given prompt notice of any such claim and the opportunity to control the defense and/or settlement of such claim. These indemnities are subject to the limitation of liability in this Section 10 to the extent allowed by law.

11.1 No Liability for Force Majeure: Neither Party shall be liable for any failure to perform, or delay in performing, any of its obligations under this Agreement (except payment obligations) if such failure or delay is caused by events beyond that Party’s reasonable control. This includes, but is not limited to, acts of God (e.g. fire, flood, earthquake), acts of government or regulatory authorities, war, terrorism, civil unrest, strikes or labor disputes, pandemics or epidemics, power or communication outages, or other events that are unforeseeable and outside the control of the affected Party (each, a "Force Majeure" event).

11.2 Effect of Force Majeure on Sprint: If a Force Majeure event occurs that affects the scheduled Content Sprint (for example, a government lockdown, natural disaster, or other emergency that prevents the Shoot from taking place as planned), the affected Party shall promptly notify the other Party and the Parties will discuss in good faith an alternative arrangement. This may include rescheduling the Shoot Date to the earliest possible mutually agreeable date once the Force Majeure event has passed or is resolved. If the Force Majeure event continues for an extended period such that rescheduling in the near term is impracticable, either Party has the right to terminate this Agreement upon written notice to the other. In the event of such termination due to Force Majeure, the Company will refund any portion of the Service Fee already paid by the Client minus the value of any work already performed by the Company up to that point (e.g., if some planning work was completed). Each Party will bear its own costs incurred due to the Force Majeure and neither Party will hold the other liable for any losses arising from the cancellation or delay caused by the Force Majeure event.

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of England and Wales. The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter. Both Parties consent to the personal jurisdiction of such courts and waive any objections on the grounds of venue or inconvenient forum.

Entire Agreement: This Agreement constitutes the entire understanding and agreement between the Parties with respect to the subject matter (Content Sprint services) and supersedes all prior negotiations, discussions, proposals, understandings, or agreements (whether oral or written) between the Parties regarding the same. Each Party acknowledges that, in entering into this Agreement, it does not rely on any statement, representation, warranty, or understanding not expressly set out in this Agreement.

Amendments: No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties (or executed via a valid electronic signature process). This includes any changes to the scope of work, deliverables, or timeline: such changes must be documented (for example, in an email or change order) and agreed to by both Parties to be binding.

No Waiver: A failure or delay by either Party to enforce any term or condition of this Agreement or to exercise any right or remedy will not constitute a waiver of that or any other right or remedy, and no single or partial exercise of any right or remedy will preclude any further or future exercise of that right or remedy. Any waiver of any breach of this Agreement must be in writing to be effective, and such waiver will not imply a waiver of any subsequent breach.

Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, that provision shall be deemed eliminated or limited to the minimum extent such that the remainder of the Agreement will continue in full force and effect. In such case, the Parties shall negotiate in good faith to modify the Agreement to effect their original intent as closely as possible in an acceptable manner.

Assignment: The Client may not assign, transfer, or subcontract this Agreement or any of its rights or obligations hereunder to any third party without the prior written consent of the Company. The Company may assign or transfer its rights and obligations under this Agreement to a successor entity in the event of a merger, acquisition, or sale of the Company’s business or assets, or to an affiliate of the Company, provided that such assignment does not diminish the rights of the Client under this Agreement. Any purported assignment in violation of this clause shall be null and void. This Agreement shall be binding on and inure to the benefit of the Parties and their respective permitted successors and assigns.

Independent Contractor: The relationship of the Company to the Client is that of an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship between the Parties. Neither Party is an agent of the other, and neither Party has any authority to bind the other to any third party. The Company shall be solely responsible for withholding and payment of all taxes and other assessments arising out of its performance of services.

Survival: Any provisions of this Agreement which by their nature are intended to survive completion or termination of the Content Sprint (including, but not limited to, Payment obligations, Licensing and Intellectual Property rights, Confidentiality, Limitation of Liability, Indemnities, and Governing Law) shall survive the expiration or termination of this Agreement and remain in full force and effect.

Notices: Any notice or communication required or permitted to be given under this Agreement shall be in writing and shall be sent by email or delivered by hand or by registered post/courier to the contact information provided by the Parties (e.g., the email and/or address listed for each Party above, unless updated in writing). Notices sent by email shall be deemed received on the same business day if sent before 5:00 PM (recipient’s local time) on a business day, or on the next business day if sent after 5:00 PM or on a non-business day, provided that no bounce-back or error message is received. Notices sent by courier or post shall be deemed received upon actual delivery or attempted delivery. Each Party shall promptly notify the other of any change in its contact or address for notice.

Electronic Signatures & Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures exchanged by electronic means (including scanned PDF, electronic signature services such as DocuSign, or even an email affirmation clearly indicating agreement) are considered binding and equivalent to original signatures. The Parties agree that this Agreement may be entered into and signed electronically, and that neither Party shall challenge the validity or enforceability of this Agreement solely because it was executed electronically.

By signing below, The Client acknowledges that they have read and understood this Agreement and agrees to be bound by its terms. This Agreement is effective as of the latest date of signature below (or the Effective Date stated above, if different).

1.1 This Agreement governs project-based services that are not a Content Sprint. The specific work — the deliverables, formats, quantities, fee and timeline — is set out in the Project Brief agreed between the Parties (whether in the portal, by email, or in a written statement of work). The Project Brief forms part of this Agreement.

1.2 Where the Project Brief and this Agreement conflict on scope, deliverables, fee or dates, the Project Brief prevails; on legal terms, this Agreement prevails.

1.3 By signing in the portal you confirm you have authority to bind the Client to this Agreement.

2.1 We will provide the services and produce the deliverables described in the Project Brief with reasonable skill and care.

2.2 We will keep you updated through the client portal — progress, drafts, deliverables and updates appear there as the project moves.

2.3 Anything not expressly included in the Project Brief is out of scope and may be quoted separately.

2.4 We may use subcontractors or freelancers to deliver the work; we remain responsible for the work they do on this project.

3.1 The Project Fee is the amount set out in your Project Brief.

3.2 The Project Fee is invoiced in two parts: 50% upfront to confirm the booking and reserve your dates, and the remaining 50% on completion. Any pre-agreed shoot expenses (clause 3.5) are added to the final (second) invoice. Where your Project Brief sets a different schedule, the Project Brief applies.

3.3 The deposit is non-refundable, as it reserves production time and turns away other bookings.

3.4 Invoices are payable within {{PAYMENT_TERMS_DAYS|14}} days. Late payments may accrue interest and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.

3.5 Pre-agreed shoot and third-party costs (e.g. talent, locations, licensed music, travel, props) are charged at cost and added to your final invoice. We’ll agree these with you before committing.

3.6 We may hold delivery of, and rights in, final assets until the Project Fee is paid in full.

4.1 To hit the timeline, we’ll need you to provide, on time: (a) a clear brief and any reference material; (b) brand assets, logos and guidelines; (c) any content, products, access or people we need; (d) prompt feedback and approvals at each stage; and (e) the named point of contact in your Project Brief.

4.2 If these are delayed, the delivery dates move accordingly and we’re not liable for the delay.

4.3 You confirm that anything you give us (brand assets, products, content, contributors) is yours to use, and doesn’t infringe anyone else’s rights.

5.1 We’ll work to the timeline in your Project Brief.

5.2 Timelines assume timely input from you under clause 4. Delays on your side, or changes to scope, shift the dates.

5.3 We’ll always flag timing risks early in the portal.

6.1 Each deliverable includes {{REVISION_ROUNDS|2}} rounds of revisions, unless your Project Brief states otherwise.

6.2 A "round" is one consolidated set of feedback per deliverable.

6.3 Further revisions, or changes that go beyond the agreed brief (re-shoots, new concepts, additional versions), are charged at £45/hour and may affect the timeline.

6.4 Significant changes of direction after approval may be treated as new scope and quoted separately.

7.1 Where the project involves filming or photography, we’ll agree shoot date(s) and a pre-production plan with you.

7.2 If you need to reschedule, please give us as much notice as possible. Late rescheduling or cancellation may incur costs for crew, kit, talent and locations already committed, which are payable by you.

7.3 We’ll always try to be flexible and find a workable solution.

8.1 The deliverables you receive are the finished, edited assets in the Project Brief.

8.2 Raw/unused footage, photography selects and working project files remain our property and are not included as standard.

8.3 You may buy out raw footage for £395 (or the amount stated in your Project Brief). Bespoke licensing of project files can be agreed separately.

9.1 Until the Project Fee is paid in full, all rights in the work remain with us.

9.2 On full payment, you receive the rights to use the final delivered assets across your own marketing and channels, as described in the Project Brief.

9.3 We retain ownership of our pre-existing materials, tools, templates, and the underlying project/working files (subject to any buyout under clause 8).

9.4 Any third-party elements (e.g. licensed music or stock) are provided under their own licences, which you agree to comply with.

9.5 You grant us a licence to use your brand assets only as needed to deliver this project.

10.1 We may showcase the work and name you as a client in our portfolio, website, social channels and award/credentials submissions.

10.2 If you’d prefer we didn’t, or need us to wait until a launch date, just tell us in writing and we’ll respect it.

11.1 Each Party will keep the other’s confidential information confidential and use it only to deliver or receive the services.

11.2 This doesn’t apply to information that is public, already known, or required to be disclosed by law.

12.1 We’ll perform the services with reasonable skill and care.

12.2 Except for liability that cannot be excluded by law (such as death or personal injury caused by negligence, or fraud), our total liability arising out of or in connection with this Agreement is limited to the total Project Fee paid by you for the project in question.

12.3 We’re not liable for indirect or consequential loss, or for loss of profit, revenue, anticipated savings or goodwill.

12.4 We’re not liable for results dependent on factors outside our control (e.g. platform algorithms, audience response or media performance).

13.1 Either Party may terminate this Agreement on written notice if the other commits a material breach and fails to remedy it within 14 days of being asked.

13.2 If you cancel after work has begun, you’ll pay for all work completed up to that point plus any costs we’ve already committed on your behalf (clauses 3.5 and 7.2). The deposit is non-refundable.

13.3 On termination, we’ll deliver any work paid for in full, and each Party returns or deletes the other’s confidential information on request.

13.4 Clauses that by their nature should survive termination (IP, confidentiality, liability, payment for work done) continue to apply.

14.1 Neither Party is liable for delays or failures caused by events beyond its reasonable control. Affected dates will be extended by a reasonable period.

15.1 Governing law & jurisdiction. This Agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

15.2 Entire agreement. This Agreement and the Project Brief are the entire agreement between the Parties on this project and supersede prior discussions.

15.3 Variation. Changes must be agreed in writing (including via the portal or email).

15.4 Assignment. Neither Party may assign this Agreement without the other’s consent, not to be unreasonably withheld.

15.5 No partnership. Nothing here creates a partnership, joint venture or employment relationship.

15.6 Third parties. No one other than the Parties has rights under this Agreement.

15.7 Notices. Notices may be given through the portal or by email to the Parties’ usual contacts.

15.8 Severance. If any clause is found unenforceable, the rest of the Agreement continues in force.