1. Introduction

The following terms and conditions apply to the Contract (see definition below) and each future request for the supply of services and/or materials received by Adventure Cap LTD, Unit B, 115 Tufnell Park Road, London, N7 0PS trading as Raveley Studios, from the Client (see definition below) from time to time unless otherwise agreed in writing. The communication of a request by the Client to Adventure Cap LTD, Unit B, 115 Tufnell Park Road, London, N7 0PS trading as Raveley Studios, for the supply of services and/or materials shall amount to the Client’s acceptance of these terms. These terms shall take precedence over any terms and conditions of the Client, whether attached to, enclosed with or referred to in any purchase order of the Client or elsewhere. They may not be varied except by written agreement between Adventure Cap LTD, Unit B, 115 Tufnell Park Road, London, N7 0PS trading as Raveley Studios, and the Client.

2. Definitions

In these terms and conditions the following words shall have the meanings given in this clause:

2.1 ‘Raveley Studios’ means Adventure Cap LTD, Unit B, 115 Tufnell Park Road, London, N7 0PS trading as Raveley Studios

2.2 ‘Brief’ means either (a) the written brief describing the Deliverables, their intended use and any pre-set timings for supply, signed by the Client and supplied in advance of conclusion of the Contract or (b) where no such written brief exists the instructions provided by the Client to Raveley Studios and Raveley Studios’s written confirmation to the Client of such instructions shall be regarded as conclusive proof thereof.

2.3 ‘Client’ means the person, firm or company described as such overleaf;

2.4 ‘Contract’ means the agreement whereby Raveley Studios carry out any services instructed by the Client.

2.5 ‘Deliverables’ means the services and/or materials to be supplied by Raveley Studios under this contract described in more detail in the Brief

2.6 ‘Job Cost’ means the fee to be charged by Raveley Studios for the Deliverables;

2.7 ‘Project’ means any project for the provision of services (other than under the terms of Retainer) and which is described in a Proposal;

2.8 ‘Proposal’ means any proposal or quotation provided by Raveley Studios to the Client and which is agreed between the parties

2.9 ‘Retainer’ a contract under which Raveley Studios agrees to provide ongoing services for a fixed number of days/hours per month, or a fixed service every month (or at such other intervals as shall be agreed).

2.10 ‘Rights’ means all copyright and related rights, design rights (whether registered or unregistered), patents, rights in trade marks (whether registered or unregistered), database rights and any other intellectual property rights (including all similar or equivalent rights or forms of protection in any part of the world) in or relating to the Deliverables, Project or Retainer.

2.11 ‘Services’ such marketing and/or video production services or any other services which the parties agree that Raveley Studios shall provide the Client. Raveley Studios, operating as a digital agency and production company, specializes in offering a comprehensive range of services encompassing:

• Video production services tailored to bring your vision to life with creativity and precision.

• Cutting-edge digital agency services designed to enhance your online presence and drive engagement effectively.

3. Raveley Studios’ obligations

Raveley Studios will use its reasonable care and skill in the production and supply to the Client of the Deliverables as per the Brief and any other requirements identified overleaf.

4. Charges and Payment

4.1 Where the Services are provided on the basis of a Retainer:

(a) the charges payable shall be calculated in accordance with Raveley Studios' standard daily/hourly fee rates, as amended from time to time by Raveley Studios.

4.2 Where the Services are provided as a Project, the total price for the Services shall be the amount set out in the Proposal.

4.3 In either case, the charges exclude the cost of hotel, subsistence, traveling, and any other ancillary expenses reasonably incurred by the individuals whom Raveley Studios engages in connection with the Services, and VAT, which Raveley Studios shall add to its invoices at the appropriate rate.

4.4 Raveley Studios will charge the Client for all third-party costs stated in any Proposal or as otherwise agreed with the Client. Raveley Studios shall be entitled to retain any rebate or discount offered by the relevant third party without passing this on to the Client or otherwise reserves the right to charge the Client (at its absolute discretion) an uplift on the amount charged by such third party.

4.5 Charges for Services provided on the basis of a Retainer will be payable monthly in advance, or as otherwise stated in the Proposal. In the case of Services provided as a Project, Raveley Studios shall, unless otherwise stated in a Proposal, invoice the Client upon completion of the Project, and such invoice is payable in cleared funds within 14 days of receipt. In either case, Raveley Studios reserves the right to require payment in advance of any Expenses or Third-Party Costs; failing which, payment for such Expenses and/or Third-Party Costs shall be payable in cleared funds within 14 days of the invoice's receipt.

4.6 Without prejudice to any other right or remedy that it may have, if the Client fails to pay Raveley Studios on the due date, Raveley Studios may:

(a) charge interest on such sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of Barclays Bank PLC, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment, and Raveley Studios may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and

(b) suspend all Services until payment has been made in full.

4.7 Time for payment shall be of the essence of the Contract.

4.8 All sums payable to Raveley Studios under the Contract shall become due immediately on its termination, despite any other provision. This clause 4.8 is without prejudice to any right to claim for interest under the law or any such right under the Contract.

4.9 Raveley Studios may, without prejudice to any other rights it may have, set off any liability of the Client to Raveley Studios against any liability of Raveley Studios to the Client. Additionally, in the event of contract termination with outstanding invoices or charges, Raveley Studios retains the rights to such fees and charges until settlement is reached, ensuring all financial obligations are met before transferring ownership rights.

5. Brief, Deliverables, and Changes

The Client warrants that the Brief is accurate in all respects. As the Job Cost and any pre-set dates for the supply of the Deliverables will be agreed on the basis of the Brief, any changes to it after the conclusion of the Contract, whether resulting from alterations by the Client, delay in providing Raveley Studios with materials, information, instructions, or authorizations, or supply of faulty materials to Raveley Studios by the Client, or any other circumstances beyond Raveley Studios' control, will be subject to extra charges for Raveley Studios' time and work and may involve delays in supply. The Client will pay these extra charges and reimburse Raveley Studios for any third-party charges or expenses incurred by Raveley Studios on the basis of the original Brief.

6. Production

Unless otherwise agreed in writing, Raveley Studios will arrange and oversee all production and post-production related to the Project. If it is agreed that the Client arranges any production work itself, then in that regard Raveley Studios shall not be responsible for the booking, supervision, or quality control of any relevant facilities, nor will it be responsible for payment of any related charges.

7. Approvals

7.1 Written approval by the Client of final copy, layouts, scripts, storyboards, designs, and the like will be Raveley Studios' authority to proceed with production or publication as appropriate.

7.2 Where artwork or other material is sent to the Client for final approval, the Client shall check it carefully and notify Raveley Studios by email, fax, or post of any errors or alterations. Raveley Studios will use its reasonable endeavors to effect any changes so notified; however, Raveley Studios reserves the right to charge extra if any of these alterations go beyond the original Brief or are notified to Raveley Studios more than 3 working days after their supply to the Client. For any errors not notified within this timeframe, Raveley Studios will not be liable. Additionally, Raveley Studios will not be responsible for errors if the Client does not pay for proofs or mock-ups, oversees the print and production process, or does not allow enough time in the production schedule for necessary checks. Please note that exact color replication in the final version cannot be guaranteed.

8. Rights – Standard License

8.1 All intellectual property rights in the Deliverables (excluding client materials) arising in connection with the Contract shall be the property of Raveley Studios. Raveley Studios shall grant The Client a royalty-free standard license of such intellectual property rights, coming into effect on payment of the relevant invoice, to use the Deliverables for the purposes, in the territories, and in respect of the products or services defined in the Brief (but only for such use anticipated by the Brief).

8.2 Such license shall be automatically terminated if the Client either: a. does not pay the Job Cost in full by the due date; b. (being a company) passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect; or c. (being a partnership or other unincorporated association) is dissolved, or (being a natural person) dies; or d. becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or e. has a liquidator, receiver, administrator, administrative receiver, manager, trustee, or similar officer appointed over any of its assets; or f. ceases, or threatens to cease, to carry on its business.

9. Standard Licence Terms

9.1 If the Client wishes to use the Deliverables in ways exceeding the parameters outlined in the Brief and/or overleaf, it must seek prior written consent from Raveley Studios.

9.2 In cases where the use of the Deliverables under this Contract involves third-party material, Raveley Studios will make every effort to acquire the necessary licenses required for such usage only to the extent specified in the Brief. Any use beyond the Brief shall be at the Client's discretion, and the Client shall indemnify Raveley Studios against any claims arising from such extended usage.

9.3 Ownership of the Rights shall remain with Raveley Studios unless and until any assignment or transfer of the Rights is mutually agreed upon in writing between the parties.

9.4 Notably, if Raveley Studios presents any material extending beyond the Brief to the Client, the Client shall not have the right to utilize any content from such presentations until a separate agreement is established between the parties.

9.5 The use of the Deliverables as per the Brief may entail ongoing liabilities to third parties, such as royalties, license fees, and performance fees. Raveley Studios will make efforts to promptly notify the Client of these obligations during the production process.

9.6 Should the Client wish to use any part of the Deliverables in ways not initially contemplated in this Contract during or after the designated usage period, Raveley Studios will reasonably consider such requests but may require an agreement on reasonable fees and/or royalties between the parties.

9.7 The Client is permitted to use the Deliverables solely for advertising, promotional, and other specified purposes defined as Permitted Uses. These Permitted Uses include, but are not limited to:

• Advertising and promotional projects (excluding resale or licensing)

• Entertainment applications such as books, magazines, video presentations

• Online or electronic publications within specific size limitations

• Personal prints, posters, and reproductions for non-resale purposes

• Any other pre-approved uses in writing by Raveley Studios

Any use of the Deliverables not falling under Permitted Uses shall constitute copyright infringement. If uncertainties arise regarding a proposed use's classification as a Permitted Use, the Client must seek guidance from Raveley Studios and obtain prior written consent.

10. Standard Licence Prohibitions

(a) Prohibited Uses. The Client may not undertake any activities with the Deliverables that are not explicitly permitted in the preceding section or by written agreement of Raveley Studios. The following are designated as "Prohibited Uses," and the Client must refrain from:

• Using the Deliverables in design template applications intended for resale, whether online or offline, including, but not limited to, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates;

• Displaying the Deliverables on websites or platforms designed for selling, licensing, or distributing "on-demand" products, such as postcards, mugs, t-shirts, posters, and other items;

• Incorporating the Deliverables in any product resulting in redistribution or re-use of the content, or making it available for extraction, access, or reproduction as an electronic file;

• Utilizing the Deliverables in a manner deemed pornographic, obscene, immoral, infringing, defamatory, or libelous by Raveley Studios or likely to tarnish the reputation of any person or property depicted in the Deliverables;

• Using the Deliverables featuring a model or individual in a manner that could imply their endorsement of a business, product, service, cause, or association, or depicting

11. Compliance

It is the Client's sole responsibility to ensure that the Deliverables comply with all local laws, regulations, and codes in every country where usage is intended as specified in the Contract. The Client must also ensure that all necessary disclaimers, warnings, and public information are included, as advised by a competent legal representative in the relevant jurisdictions.

The Client agrees to indemnify Raveley Studios, its agents, and employees against any liabilities, costs, damages, awards, settlements, or expenses arising from claims alleging non-compliance of the Deliverables with applicable laws, codes, or regulations.

12. Publicity and Examples

Despite any agreements on Rights between the parties, Raveley Studios retains the right to use the Deliverables for advertising or promotional purposes.

The Client must mark all design work within the Deliverables with 'Design by Raveley Studios' or its variants as agreed upon. Raveley Studios reserves the right to request the removal of this credit in certain cases. The Client must comply with such requests within 30 days, without altering previously produced or published material.

Within 28 days of production or publication commencement, the Client must provide Raveley Studios with 10 finished printed copies of any derived materials from the Deliverables.

13. Expenses

Raveley Studios will make diligent efforts to estimate and invoice studio costs, couriers, and external services related to the Deliverables. All production-related expenses such as couriers, dubs, stock, print-outs, scans, and overtime will be invoiced at cost, with payment due within 14 days of the invoice date.

For significant anticipated expenses, Raveley Studios may request upfront payment from the Client. General out-of-pocket expenses like courier charges, travel, and accommodation will be invoiced at cost, to be settled within 14 days.

Any additional expenses resulting from alterations to the Brief or client requests must be paid within 14 days of the relevant invoice date.

14. Delivery

If the Deliverables include any goods, then delivery of such goods shall be considered to occur when either two business days have passed following the day the Client has been informed that the goods are ready for collection or, in cases where the Deliverables include delivery of the goods to the Client, on the day of delivery to the Client. If the Client is unable to collect the goods as provided for above, then Raveley Studios shall be entitled to arrange storage and/or transportation for the goods on the Client’s behalf at the Client’s expense. All charges for such storage, transport, and any insurance shall be payable by the Client promptly upon request.

The Client shall inspect and check the goods immediately upon delivery and shall notify Raveley Studios in writing by email or post within 3 working days after the day of delivery regarding any alleged defect along with specific details. The Client will allow Raveley Studios to inspect any allegedly defective goods. Without such notice, the goods shall be deemed in compliance with the Contract, and the Client shall be considered to have accepted the goods and be liable for payment.

The risk in Deliverables shall transfer to the Client upon the commencement of supply or transportation to the Client or, if the Client does not accept supply on the required date set by Raveley Studios, to temporary storage arranged by Raveley Studios.

In situations where delivery challenges or other circumstances require electronic storage of any part of the Deliverables for the Client’s future use, Raveley Studios reserves the right to impose storage and retrieval charges, which the Client must settle within 14 days of the relevant invoice date.

15. Trade Marks and Domain Names

If any Deliverables incorporate trade marks, trading styles, or trade names ('Marks') owned or controlled by the Client, it is agreed that Raveley Studios shall have the right to utilise or permit the use of such Marks to fulfil its obligations under the Contract. Raveley Studios shall not acquire rights over these Marks through usage but shall be allowed to utilise them during and after production and supply of the Deliverables for promotional purposes.

The Client is responsible for ensuring all domain names associated with the Deliverables are duly registered and do not infringe any third-party rights. It is also the Client's responsibility to ensure that any Marks used in the Deliverables do not undermine the Client's own rights or violate third-party rights.

16. Rejection or Cancellation

Unless a rejection fee has been prearranged, the Client has no authority to terminate the Contract, allege breach, or seek cancellation, reduction, or repayment of the Job Cost based on style or composition. Any cancellation post-Contract conclusion will render the Client liable for the full Job Cost. Excluded are committed third-party expenses that Raveley Studios can avoid liability for under existing contractual commitments.

17. Property

If Deliverables are supplied to the Client on computer disks or other electronic storage media, Raveley Studios remains the owner and may request immediate return. Artwork provided in digital form must not be altered or used outside the Contract's scope without Raveley Studios' explicit prior written consent.

18. Client’s Own Media, Personnel, and Equipment

The Client is accountable for:

• The actions of the Client’s Personnel on the premises;

• Any damage caused by the Client’s Personnel or due to defects in the Client’s Equipment;

• Hiring costs of the Client’s Equipment;

• Expenses incurred by Raveley Studios at the Client’s request;

• Loss or damage to the Client’s Equipment, which remains the Client's sole risk.

19. Retention of Title

19.1 Raveley Studios retains ownership of the Deliverables until full payment of the Job Cost by the Client or any subsequent purchaser.

19.2 Incorporation of Deliverables into other goods before payment grants Raveley Studios ownership rights over the entire product until full payment or sale, extending all rights under this agreement to those goods. Ownership of Deliverables and/or resulting goods vests in Raveley Studios as outlined in this agreement.

20. Liability

Nothing in these terms and conditions shall exclude or restrict Raveley Studios’ liability for death or personal injury resulting from its negligence, liability for fraudulent misrepresentation, or any other liability which cannot be excluded or limited under applicable law. Subject to this:

20.1 Save to the extent that such liability arises from Raveley Studios’ negligence resulting in death or personal injury, Raveley Studios’ total liability to the Client in contract law or in tort or otherwise howsoever arising in relation to this Contract is limited to Raveley Studios’ charges for the Deliverables;

20.2 Raveley Studios shall not be liable in any way in respect of any failure, delay, or defect in the supply or use of the Deliverables caused by the supply or specification by the Client of unsuitable material or content or by the reproduction of the Deliverables by a third party; and

20.3 Raveley Studios will not be liable to the Client for economic loss including loss of profits, business, contracts, revenues, goodwill, production, and anticipated savings of any description howsoever caused and even if foreseeable by Raveley Studios.

20.4 All warranties, conditions, and other terms implied by statute, common law, or otherwise are hereby excluded from the Contract to the fullest extent permitted by law.

21. Raveley Studios’ Status

Raveley Studios acts in this Contract as a principal and not as an agent for the Client and will enter into all related contracts as a principal.

22. Sub-contracting and Assignment

Raveley Studios may sub-contract any or all of its rights or obligations under this Contract and may, with the Client’s consent—such consent not to be unreasonably withheld or delayed—assign the benefit and burden of its rights and obligations under this Contract to any other entity.

23. Confidential Information

Neither party shall disclose any confidential information supplied about the other party during this Contract or any pre-Contract discussions, other than details already in the public domain or through a breach of this clause or any other obligation of confidence.

24. Termination

Either party may, by notice in writing to the other, terminate this Contract immediately upon the occurrence of one or more of the following events:

24.1 if the other fails to make any payment due under this Contract within 7 days after the due date, or to remedy any other breach within 30 days after being required to do so in writing; or

24.2 if the other is involved in any situations described in clauses 8.2-8.6 above.

24.3 Such termination shall not affect the parties’ accrued rights and liabilities, for example, Raveley Studios’ entitlement to payment for work done.

25. Matters Beyond Raveley Studios' Reasonable Control / Force Majeure

Raveley Studios is not liable for any breach of this Contract caused by matters beyond its reasonable control, including acts of God, fire, war, flood, industrial disputes, severe weather, hardware or software failures, or acts of government authorities.

26. Entire Agreement

This Contract constitutes the entire agreement between the parties on the subject matter herein and supersedes all prior agreements between them. Each party acknowledges entering into this Contract based solely on the representations, warranties, and terms contained within, with no liability for any other representation, warranty, or promise unless made fraudulently.

27. Third Party Rights

No term of this Contract is enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it unless expressly provided in this Contract.

28. Service of Notices

Notice under the Contract shall be in writing and can be sent by hand, by post, or by email.

29. Severance

If any provision (or part of a provision) of the Contract is found invalid, unenforceable, or illegal, the remaining provisions will remain in force. If any provision could be valid with modifications, those changes will apply to ensure validity. The parties agree to substitute any invalid provision with a valid one to achieve the desired effect.

30. Governing Law and Jurisdiction

This Contract and any dispute arising out of it shall be governed by English law, and each party submits to the non-exclusive jurisdiction of the courts of England and Wales.