Video Production Terms & Conditions

Company Policies

INTRODUCTION

Innov8 Digital Media LTD provides a variety of storytelling content services including video, photography and podcasting as well as media relations services and production and strategic and activation services for branded content.These Terms & Conditions govern the supply of the Services to the Client identified in the Statement of Work.

AGREED TERMS

1 Definitions and Interpretation

1.1 The following definitions and rules of interpretation apply in the Agreement, as well as those terms defined in the Statement of Work.

  • Accepted / Acceptance: the express written approval by the Client of any material, service, or Deliverable, or the deemed approval of the same as set forth in clause 5.3(c) of this Agreement.
  • Acceptance Date: the date on which the Client notifies Innov8 Digital Media LTD in accordance with the terms of the Agreement that it accepts, as satisfactory, the final Deliverables.
  • Agreement: the video production agreement between Innov8 Digital Media LTD and the Client for the supply of the Services by Innov8 Digital Media LTD to the Client, made in accordance with clause 2.1 and incorporating the Statement of Work and these Terms.
  • Applications: the application(s) for the Content and/or the Deliverables (if applicable), detailed in the Statement of Work.
  • Archive Fee: shall be the fee set out in the Statement of Work in respect of archive services for the final Video and Edit Files.
  • Brief: the completed video brief, that is attached to the Statement of Work.
  • Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
  • Change Order: any request by the Client for changes, revisions, or re-shoots that falls outside the agreed scope of the Statement of Work, as more fully defined in clause 5.5.
  • Client: the client identified in the Statement of Work.
  • Client-Induced Failure: any delay, cost, or project failure caused by the Client's action or inaction, as more fully defined in clause 5.6.
  • Client Representative: shall be as defined in clause 5.2.
  • Confidential Information: proprietary information or information of commercial value, in whatever form or medium, which has been kept confidential by the party from whom the information originates, including information relating to the party's business operations, strategies, pricing, marketing and information relating to the methodologies used to create the Deliverables or any of their constituent parts, commercial or technical know-how, any and all of the foregoing information pertaining to either party's clients and suppliers.
  • Costs: the costs and expenses, including any Third-Party Materials costs (if known) detailed in the Statement of Work.
  • Deliverables: any deliverables described in the Statement of Work, including the Video but excluding the Edit Files.
  • Edit Files: the files which are created by Innov8 Digital Media LTD after the rushes phase and before the final production of the Video, which can show or from which can be deduced the highly skilled editing processes and methodologies used by Innov8 Digital Media LTD to create the Content.
  • Input Materials: all Client acceptances or approvals, scripts, footage, documents, branding images and materials, images and materials, performances and services to be provided by the Client, or on its behalf (including by talent, contributors, consultants or freelancers procured by the Client) to Innov8 Digital Media LTD relating to the Services and Deliverables, as specified in the Statement of Work or as otherwise agreed by the parties from time to time, including the Client's name and any Client branding provided by the Client to Innov8 Digital Media LTD.
  • Intellectual Property Rights: all copyright, neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, format rights, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  • Key Creative Parameters: those key creative parameters for the Content, set out in the Statement of Work.
  • Key Personnel: those persons listed in the Statement of Work who will provide the services for the production of the Content, which may include presenters or actors appearing in or providing voice-over contributions to the Content, the director, individual producer, lead photographer or cameraman, and editor.
  • Payment Schedule: the schedule of payments set out in the Statement of Work.
  • Services: the work to be provided by Innov8 Digital Media LTD as described in the Statement of Work, which includes the creation of the Deliverables.
  • Shoot Date: the date specified for such in the Production Schedule.
  • Production Schedule: the agreed dates, times and locations for the preparation, production and post-production of the Video during the Term, as attached to the Statement of Work.
  • Statement of Work: the statement of work provided by Innov8 Digital Media LTD to the Client, once accepted by an authorised representative of the Client, which includes the Brief, the Response to Brief, the Production Schedule and the Costs.
  • Response to Brief: any response to the Brief prepared by Innov8 Digital Media LTD and attached to the Statement of Work.
  • Term: the period from the date of the Agreement until the Acceptance Date or (if earlier) termination of the Agreement.
  • Terms: these terms & conditions.
  • Third Party Materials: those materials identified as such in the Statement of Work, which are owned or licensed by a third party and used in connection with the Deliverables.
  • Content: the Content (video, photographs, podcasts, media relations content) to be produced by Innov8 Digital Media LTD as provided for in the Statement of Work including all rushes (being the entire footage from any Shoot Date).

1.2 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2 BASIS OF AGREEMENT

2.1 Formation of Legally Binding Agreement: A legally binding Agreement between Innov8 Digital Media LTD and the Client is formed exclusively when the Client provides its unqualified acceptance of the Statement of Work and the quote issued by Innov8 Digital Media LTD. Acceptance may be provided via Innov8 Digital Media LTD’s online system, by written confirmation (including email), or by the Client’s instruction for Innov8 Digital Media LTD to commence the Services. The Client’s act of acceptance constitutes its irrevocable agreement to be bound by these Terms in their entirety.

2.2 Supremacy of These Terms: This Agreement (comprising the accepted Statement of Work and these Terms) constitutes the sole and entire agreement between the parties. For the avoidance of doubt, these Terms shall prevail over and supersede any and all other terms or conditions, whether written or oral. Any terms or conditions stipulated, incorporated, or referred to by the Client in any document whatsoever, including but not limited to a purchase order, email, or any other communication, are hereby expressly rejected and shall be void and of no legal effect. The performance of the Services by Innov8 Digital Media LTD does not constitute acceptance of any of the Client's terms and conditions.

2.3 Order of Precedence: In the event of any direct and irreconcilable conflict between a provision within these Terms and a specific provision within the Statement of Work, the provision in the Statement of Work shall prevail. This order of precedence shall apply exclusively to specific commercial variables such as project-specific timelines, deliverables, costs, and quantities. All other matters, including but not limited to liability, intellectual property, confidentiality, and termination, shall be governed exclusively by these Terms.

3 COMMENCEMENT AND DURATION

3.1 Conditions for Commencement: The obligation of Innov8 Digital Media LTD to commence the Services is strictly conditional upon:

  • (a) the Client's timely and unconditional acceptance of the Statement of Work and quote prior to any expiry date specified therein; and
  • (b) receipt by Innov8 Digital Media LTD of the initial payment in cleared funds, as set out in the Payment Schedule.

Should the Client fail to meet these conditions by the specified expiry date, Innov8 Digital Media LTD shall be under no obligation to hold resources or honour the pricing or timelines detailed in the Statement of Work. In such an event, Innov8 Digital Media LTD reserves the right, at its sole discretion, to either withdraw the quote and Statement of Work entirely or issue a revised version, which may reflect changes in costs and availability.

3.2 Term of Services: Upon satisfaction of the conditions in clause 3.1, Innov8 Digital Media LTD shall provide the Services from the start date specified in the Production Schedule, and the Agreement shall continue for the Term unless terminated earlier in accordance with its provisions.

4 ENGAGEMENT

4.1 Core Obligation: Subject to the Client’s strict compliance with its payment obligations under this Agreement, Innov8 Digital Media LTD shall provide the Services and produce the Deliverables in a professional and workmanlike manner and in accordance with the terms of this Agreement, including the Statement of Work.

4.2 Key Personnel: While Innov8 Digital Media LTD will use reasonable commercial efforts to engage the Key Personnel specified in the Statement of Work, the Client acknowledges that their availability is not guaranteed. Innov8 Digital Media LTD reserves the right, at its sole discretion, to substitute any Key Personnel with alternative personnel of equivalent or superior skill and experience at any time and for any reason (including but not limited to illness, departure from the company, or scheduling conflicts). Such a substitution shall not be deemed a breach of this Agreement, nor shall it entitle the Client to terminate this Agreement or claim any reduction in the Costs.

5 CREATIVE CONTROL AND PRODUCTION PROCESS

5.1 Creative Consultation and Final Control: The parties agree to consult in good faith with each other over the editorial content and artistic direction of the Content. The Content will be created in strict accordance with the agreed-upon Statement of Work (SOW), which includes the Brief and Key Creative Parameters. While Innov8 Digital Media LTD will provide its professional and experienced guidance, the Client shall retain final editorial and artistic control, provided that all decisions and feedback remain consistent with the SOW.

5.2 Client Representative and Consolidated Feedback: The Client shall appoint a single representative (Client Representative) who is fully authorized to provide all necessary input, feedback, and final acceptance on behalf of the Client. The Client Representative is responsible for consolidating feedback from all client-side stakeholders. To ensure an efficient process, all feedback must be iterative; subsequent rounds of review shall not introduce new concepts or changes that contradict previously approved elements.

5.3 Review, Amendment, and Acceptance Process:

  • (a) Time-Critical Early-Stage Reviews (e.g., Scripts, Storyboards, Call Sheets): For all review stages prior to the final cut, feedback and approval are time-critical. The Client Representative must provide all feedback and/or approval by the deadline reasonably required by the Production Schedule to avoid project delays. This deadline shall be communicated by Innov8 Digital Media LTD upon delivery of the materials. In all cases, approval for materials directly related to a shoot (such as call sheets or final shooting scripts) must be provided no later than 12 hours before the scheduled shoot time. Any failure by the Client to provide feedback within these required timelines will be considered a Client-Induced Failure under clause 5.6.
  • (b) Final Cut Revisions: For the review of the final cut, the Client is entitled only to the specific number of revision rounds and the review timeframe as explicitly defined in the Statement of Work.
  • (c) Deemed Acceptance: If the Client Representative fails to provide feedback or notice of rejection for any review stage within the applicable timeframe, the submitted material will be deemed "Accepted" and approved.

5.4 Rejection of Deliverables:

  • 5.4 Review, Amendment, and Rejection:
    (a) Collaborative Review: The parties agree to engage in the review process in good faith. The Client Representative must provide clear, consolidated, and actionable feedback within the timeframe specified in the Statement of Work (SOW).
  • (b) Grounds for Rejection: The Client may reject a Deliverable only if it can provide a written explanation demonstrating that the Deliverable materially and objectively fails to conform to specific, agreed-upon requirements in the Statement of Work (SOW). Subjective changes of taste or a change in creative direction not aligned with the SOW do not constitute valid grounds for rejection.
  • (c) Dispute Resolution: In the event of a dispute over whether a Deliverable meets the SOW, the parties' representatives shall meet in good faith to review the feedback against the SOW's requirements. If Innov8 Digital Media LTD can demonstrate reasonable compliance with the SOW, the Deliverable shall be deemed Accepted.
  • (d) Deemed Acceptance: If the Client fails to provide any feedback or a notice of rejection with the required written explanation within the specified review period, the Deliverable will be deemed Accepted. This is to ensure the project remains on schedule and on budget.

5.5 Change Orders: Any request by the Client for changes, revisions, or re-shoots that falls outside the agreed scope of the SOW shall be considered a "Change Order." This includes, but is not limited to:

  • (i) Requests for amendments to the final cut beyond the number of rounds specified in the SOW;
  • (ii) Changes to elements that have already been Accepted by the Client;
  • (iii) A change in creative direction or project scope not outlined in the original Brief.
    For any Change Order, Innov8 Digital Media LTD will issue a new SOW and/or quote. Work on a Change Order will only commence after the Client has agreed in writing to the additional compensation and schedule adjustments, and full payment for the Change Order has been received in cleared funds by Innov8 Digital Media LTD.

5.6 Client-Induced Failures and Delays: The Client is responsible for the timely provision of all Input Materials, access, and personnel as required by the SOW. If a shoot or any part of the production is delayed, rendered unusable, or requires re-doing due to a failure on the Client’s part (e.g., providing incorrect information, failure to secure location access, non-performance of Client-provided personnel, or failure to provide timely feedback as required by clause 5.3(a)), all costs associated with the delay, correction, or re-shooting shall be borne exclusively by the Client and will be handled as a Change Order. Innov8 Digital Media LTD shall also be entitled to delay the performance of the Services by a reasonable period without being in breach of this Agreement.

5.7 Liability for Additional Costs: The Client shall be financially responsible for any and all costs incurred by Innov8 Digital Media LTD arising from the circumstances outlined in clauses 5.5 and 5.6, or from any other failure by the Client to comply with its obligations. Innov8 Digital Media LTD shall raise an invoice for such costs, and the Client shall be responsible for payment upon receipt.

6 OBLIGATIONS

6.1 Innov8 Digital Media LTD’s Obligations
Innov8 Digital Media LTD agrees that:

  • 6.1.1 the Services shall be performed by a sufficient number of competent persons, as determined by Innov8 Digital Media LTD in its reasonable professional discretion, with the appropriate skills, qualifications, and experience necessary for the proper performance of the Services;
  • 6.1.2 it shall perform the Services in co-operation with the Client Representative, and where requested, the Client's other professional advisors, provided that such co-operation does not impede the Production Schedule and that such third parties act in good faith. Innov8 Digital Media LTD shall not be liable for any delays or costs incurred as a result of the acts or omissions of the Client's other advisors or service providers;
  • 6.1.3 it shall maintain throughout the Term: (a) a policy of public liability insurance with a minimum of £1 Million cover per claim or series of related claims; and (b) a policy of professional indemnity insurance with a minimum of £50 Thousand cover per claim or series of related claims. Evidence of such insurance shall be provided to the Client upon reasonable written request; and
  • 6.1.4 it shall be responsible for the payment of Third-Party Materials and services commissioned by Innov8 Digital Media LTD to perform the Services, but this obligation is strictly conditional upon Innov8 Digital Media LTD having first received the corresponding payment of Costs from the Client. Innov8 Digital Media LTD shall not be required to incur any out-of-pocket expense or pay any third party until the Client's payment obligations have been fully met.

6.2 The Client’s Obligations
The Client irrevocably agrees and warrants that:

  • 6.2.1 it shall provide its feedback, comments, and/or Acceptance of the Services and Deliverables strictly within the timeframes detailed in clause 5 and the Production Schedule. Failure to do so shall be deemed a Client-Induced Failure.
  • 6.2.2 it shall provide all Input Materials required for the project at no cost to Innov8 Digital Media LTD, in accordance with the Production Schedule. The Client warrants that all such Input Materials will be final, approved, technically suitable for their purpose, and either owned by the Client or fully licensed for use by Innov8 Digital Media LTD for the purposes of this Agreement. The Client hereby indemnifies Innov8 Digital Media LTD against any and all claims and costs arising from a breach of this warranty.
  • 6.2.3 where access to the Client's premises or other locations is required, it shall provide such access and ensure the locations are safe and suitable for production. The Client is solely responsible for securing all necessary permissions and releases for filming at these locations and shall indemnify Innov8 Digital Media LTD against any claims arising from its failure to do so.
  • 6.2.4 any personnel it provides to assist in the production shall be duly authorised to make binding decisions for the Client. The failure of such personnel to perform their duties or cooperate with Innov8 Digital Media LTD's reasonable requests shall be deemed a Client-Induced Failure.
  • 6.2.5 it shall ensure the appointed Client Representative is available at all reasonable times required by the Production Schedule to provide decisions and approvals. The unavailability of the Client Representative shall not be a valid reason to delay the project or the Client's payment obligations.

6.3 Liability for Client Breach
Should the Client commit a material breach of its obligations under this Agreement, including but not limited to any Client-Induced Failure, the Client shall be held financially liable for any and all direct costs and damages incurred by Innov8 Digital Media LTD as a result. These costs include, but are not limited to:

  • The full day-rate of all Innov8 Digital Media LTD staff and contractors whose time is wasted;
  • All non-refundable rental fees for equipment, locations, or vehicles;
  • Any administrative costs associated with rescheduling the project; and
  • Any other out-of-pocket expenses incurred by Innov8 Digital Media LTD due to the Client's breach.
    Such costs shall be invoiced to the Client and will be immediately due and payable.

7 FEES AND PAYMENT

7.1 Payment of Costs and Initial Booking Fee: The Client shall pay the Costs according to the Payment Schedule. The initial payment is a non-refundable booking fee and pre-production deposit. This fee is acknowledged by the Client as a genuine pre-estimate of initial losses, covering the immediate allocation of Innov8 Digital Media LTD's resources, administrative setup, and preliminary pre-production work, and is therefore not refundable upon cancellation by the Client.

7.2 Client Delays Do Not Affect Payment Schedule: The Payment Schedule is fixed and is not contingent on project milestones being met. The Client expressly agrees that any delay, postponement, or failure on its part to fulfill its obligations (including but not limited to any Client-Induced Failure) shall not under any circumstances delay or defer the due dates for any payments set out in the Payment Schedule. All instalments of the Costs shall be paid on their original due dates, irrespective of the project's progress, unless a delay is caused solely by a material breach by Innov8 Digital Media LTD.

7.3 Costs and Invoicing:

  • (a) Invoicing: All invoices will be generated in accordance with the Payment Schedule. The Client shall pay each validly issued invoice in pounds sterling immediately upon receipt to a bank account nominated in writing by Innov8 Digital Media LTD.
  • (b) Overspends: Any overspend on the budgeted Costs arising from Change Orders, Client-Induced Failures, or other Client requests shall be invoiced by Innov8 Digital Media LTD and paid immediately by the Client.
  • (c) Third-Party Costs: Where Innov8 Digital Media LTD is required to procure Third-Party Materials or services, it is under no obligation to do so until the Client has paid the corresponding costs in full and in advance. Innov8 Digital Media LTD is entitled to invoice for such costs at any time, and payment shall be due upon receipt.

7.4 Invoice Disputes: If the Client disputes an invoice in good faith, it must notify Innov8 Digital Media LTD in writing within five (5) Business Days of receipt, providing detailed evidence of the specific error. An invoice can only be disputed for a demonstrable calculation error. The Client may not dispute an invoice based on a rejection of the Deliverables unless such rejection is deemed valid under clause 5.4(a). The Client shall pay the undisputed portion of the invoice immediately. If the dispute is resolved in Innov8 Digital Media LTD’s favour, the disputed amount will become immediately due, and interest will be applied retroactively from the original due date.

7.5 Late Payment and Suspension of Services: Without prejudice to any other right or remedy, if the Client fails to pay any sum due under this Agreement by the due date:

  • (a) Interest: The Client shall pay interest on the overdue amount at a rate of 8% per annum above The Bank of England's base rate. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.
  • (b) Suspension: Innov8 Digital Media LTD may, at its sole discretion, immediately suspend all Services being provided under this and any other Agreement with the Client, and withhold delivery of any and all materials, including final Deliverables, until the outstanding amount and any accrued interest has been paid in full. Innov8 Digital Media LTD shall not be liable for any project delays resulting from such a suspension.

7.6 No Set-Off and Time of the Essence:

  • (a) Time for payment shall be of the essence of the Agreement.
  • (b) The Client shall have no right of set-off, counterclaim, or deduction and shall pay all invoices in full as they fall due.

7.7 Intellectual Property Rights Contingent on Payment: The Client acknowledges and agrees that the assignment of any Intellectual Property Rights as detailed in clause 9 is strictly conditional upon Innov8 Digital Media LTD receiving the Costs and any other sums due under this Agreement in full, cleared funds. Until such time, no rights of any kind are granted or assigned to the Client.

7.8 Costs of Recovery: The Client shall indemnify Innov8 Digital Media LTD against any and all costs, fees, and expenses (including but not limited to legal fees on a full indemnity basis) incurred by Innov8 Digital Media LTD in the process of recovering any overdue payments.

8 CREDIT

8.1 The Client authorises Innov8 Digital Media LTD to insert, or procure the insertion of, a credit as the producer of the Content on the end credits of the Content (in particular Video).

9 INTELLECTUAL PROPERTY RIGHTS

9.1 Ownership of Rushes and Edit Files: All Intellectual Property Rights in and to any original creative work produced by Innov8 Digital Media LTD, including but not limited to all rushes (the entire unedited footage), Edit Files, concept art, storyboards, and production methodologies, shall be the sole and exclusive property of Innov8 Digital Media LTD at all times.

9.2 Licence of Input Materials: The Client grants Innov8 Digital Media LTD a non-exclusive, royalty-free licence to use the Input Materials for the sole purpose of creating the Deliverables and performing the Services under this Agreement.

9.3 Conditional Assignment of Rights in Final Deliverables:

  • (a) Upon the express condition that Innov8 Digital Media LTD has received the Costs and all other sums due under this Agreement in full, cleared funds, Innov8 Digital Media LTD shall assign to the Client the Intellectual Property Rights in the final, approved Deliverables for use in the Applications as specified in the Statement of Work.
  • (b) For the avoidance of doubt, no rights of any kind in the Deliverables are granted or assigned to the Client until full and final payment has been made. Any use of the Deliverables by the Client before full payment is a material breach of this Agreement and an infringement of Innov8 Digital Media LTD’s copyright.

9.4 Excluded Rights: The assignment in clause 9.3(a) is strictly limited to the final Deliverables. The Client acquires no rights whatsoever in the rushes, Edit Files, or any other underlying materials, all of which remain the exclusive property of Innov8 Digital Media LTD. The Client is not entitled to receive a copy of the rushes or Edit Files unless a specific buyout fee for these materials is agreed upon in a separate Statement of Work.

10 COMPLIANCE WITH LAWS

10.1 In performing its services under the Agreement, Innov8 Digital Media LTD shall comply with all applicable UK laws, regulations and directives from time to time in force. For the avoidance of doubt, Innov8 Digital Media LTD is not responsible, however, for ensuring that the content of the Deliverables which is provided in accordance with specific requirements under the Brief or requirements of the Client, complies with all applicable laws, regulations and codes, unless this is expressly stated in the Statement of Work.

11 WARRANTIES

11.1 Mutual Warranties: Each party warrants and undertakes to the other that:

  • 11.1.1 it has full capacity and authority to enter into and perform its obligations under this Agreement, and that any individual accepting a Statement of Work on its behalf is duly authorised to enter into a legally binding contract; and
  • 11.1.2 it will at all times hold and process any personal data acquired under this Agreement in strict accordance with its obligations under any applicable data protection legislation, including the UK General Data Protection Regulation and the Data Protection Act 2018.

11.2 Innov8 Digital Media LTD Warranties: Innov8 Digital Media LTD hereby warrants and undertakes to the Client that:

  • 11.2.1 it will perform the Services with reasonable care and skill and in accordance with generally recognised professional standards;
  • 11.2.2 to the best of its knowledge and belief, the Deliverables (excluding any Input Materials or elements incorporated at the Client's direction) will not infringe the Intellectual Property Rights of any third party;
  • 11.2.3 to the best of its knowledge and belief, the Deliverables (excluding any Input Materials) will not contain any defamatory matter; and
  • 11.2.4 it shall not make any unauthorised commercial exploitation of the Edit Files, save that it shall be entitled to use the Edit Files and final Deliverables for its own promotional purposes as set out in clause 15.

11.3 Client Warranties: The Client hereby irrevocably warrants and undertakes to Innov8 Digital Media LTD that:

  • 11.3.1 all Input Materials provided to Innov8 Digital Media LTD are accurate, complete, and suitable for their intended purpose, and their use by Innov8 Digital Media LTD in accordance with this Agreement will not infringe the Intellectual Property Rights or any other rights of any third party;
  • 11.3.2 all statements, claims, and information provided by the Client or made at its direction for inclusion in the Deliverables are accurate, true, not misleading, and can be factually substantiated by the Client upon request;
  • 11.3.3 the Input Materials will not contain any defamatory, obscene, or otherwise unlawful content;
  • 11.3.4 it has obtained, and will maintain, all necessary licences and consents for any Third-Party Materials it supplies or directs Innov8 Digital Media LTD to use, and it shall comply fully with the terms of such licences;
  • 11.3.5 it has secured, and is solely responsible for, all legally effective release forms, consents, and waivers from any and all individuals who appear in the Content (including its employees, agents, and guests). The Client warrants that these releases are sufficient to permit the exploitation of the Content as envisaged under this Agreement, and it shall be solely responsible for any costs or claims associated with them. The Client hereby indemnifies Innov8 Digital Media LTD against any claim arising from a breach of this warranty; and
  • 11.3.6 it has full legal right and authority to grant Innov8 Digital Media LTD and its personnel access to any and all locations specified for the production and that such access and the filming activities will not violate any third-party rights or terms of use for those locations.

11.4 Exclusion of Implied Warranties: All warranties, conditions, and other terms not expressly set out in this Agreement, whether implied by statute, common law, or otherwise (including, without limitation, any warranties as to satisfactory quality or fitness for a particular purpose), are hereby excluded to the fullest extent permitted by law.

12 INDEMNITY

12.1 Innov8 Digital Media LTD Indemnity: Subject to the limitations set out in this Agreement, Innov8 Digital Media LTD agrees to indemnify the Client against all direct losses, damages, and reasonable legal costs that the Client may suffer or incur as a direct result of any third-party claim that the use of the Deliverables by the Client in accordance with this Agreement infringes the Intellectual Property Rights of that third party.

12.2 Exclusions from Innov8 Digital Media LTD Indemnity: The indemnity in clause 12.1 shall not apply to the extent that any claim arises from, or is connected with:

  • (i) any Input Materials or other elements supplied by or incorporated at the direction of the Client;
  • (ii) any use of the Deliverables outside the scope of the Applications specified in the Statement of Work; or
  • (iii) any modification of the Deliverables undertaken by the Client or a third party on its behalf.

12.3 Client Indemnity: The Client hereby agrees to fully and effectively indemnify Innov8 Digital Media LTD, its employees, contractors, and agents against any and all losses, costs, damages, liabilities, claims, demands, and expenses (including legal fees on a full indemnity basis) suffered or incurred by Innov8 Digital Media LTD arising out of or connected with:

  • (a) any breach by the Client of the warranties provided in clause 11.3;
  • (b) any claim that the use of the Input Materials by Innov8 Digital Media LTD infringes the rights of any third party;
  • (c) any claim relating to defamatory, obscene, false, misleading, or otherwise unlawful content supplied by or included at the direction of the Client;
  • (d) any claim made by any individual (including talent, employees, or members of the public) appearing in the Content, arising from the Client’s failure to obtain adequate and effective release forms or consents; and
  • (e) any claim arising from the Client's failure to secure necessary rights, licences, or permissions for locations or Third-Party Materials.

12.4 Conduct of Claims: In the event a claim arises for which a party (the 'Indemnified') may seek indemnification under this clause 12, the following conditions shall apply:

  • (a) The Indemnified shall notify the other party (the 'Indemnifier') in writing of any such claim promptly, and in any event within five (5) Business Days of becoming aware of it. The Indemnifier shall not be liable for any costs or losses incurred prior to receiving such notice.
  • (b) The Indemnified shall make no admission of liability, nor agree to any settlement or compromise of the claim, without the prior written consent of the Indemnifier, such consent not to be unreasonably withheld or delayed.
  • (c) The Indemnifier shall, upon its written request and at its own expense, have sole conduct and control of all negotiations and litigation arising from the claim.
  • (d) The Indemnified shall, at the Indemnifier's request and expense, provide all reasonable assistance in connection with the conduct of the claim.
  • (e) The Indemnifier's obligations under this clause 12 are strictly conditional upon the Indemnified's full compliance with the requirements of this clause 12.4.

13 LIMITATION OF LIABILITY

13.1 Unexcluded Liabilities: Nothing in this Agreement shall limit or exclude either party's liability for:

  • (a) death or personal injury caused by its negligence;
  • (b) fraud or fraudulent misrepresentation;
  • (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
  • (d) any other matter for which it would be illegal or unlawful for the parties to exclude or limit liability.

13.2 Exclusion of Specific Losses: Subject to clause 13.1, Innov8 Digital Media LTD shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for any of the following:

  • (a) loss of profits;
  • (b) loss of sales or business;
  • (c) loss of agreements or contracts;
  • (d) loss of anticipated savings;
  • (e) loss of use or corruption of software, data or information;
  • (f) loss of or damage to goodwill or reputation;
  • (g) loss of publicity or opportunity;
  • (h) wasted management or other staff time; and
  • (i) any indirect, consequential, or special loss.

13.3 Financial Cap on Liability: Subject to clauses 13.1 and 13.2, the entire and aggregate liability of Innov8 Digital Media LTD to the Client for any and all claims, losses, or damages arising under or in connection with this Agreement shall be strictly limited to an amount equivalent to the total Costs actually paid by the Client and received in cleared funds by Innov8 Digital Media LTD under the specific Statement of Work from which the claim arises.

13.4 Exclusion of Implied Terms: The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 (concerning care and skill, time of performance, and consideration) are, to the fullest extent permitted by law, excluded from this Agreement. Innov8 Digital Media LTD’s obligations are exclusively defined by the express terms of this Agreement.

14 CONFIDENTIALITY

14.1 Confidentiality Obligation: Each party (the 'Receiving Party') shall at all times hold in the strictest confidence all Confidential Information disclosed to it by the other party (the 'Disclosing Party'). The Receiving Party shall use such Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement.

14.2 Innov8 Digital Media LTD’s Confidential Information: The Client specifically acknowledges that Innov8 Digital Media LTD's creative processes, production methodologies, pricing structures, workflow, technical information, and the composition of its Edit Files constitute its valuable Confidential Information and trade secrets. The Client agrees not to disclose, replicate, or use this information for any purpose other than its participation in the project as governed by this Agreement.

14.3 Exceptions: The obligations in clause 14.1 do not apply to information to the extent that the Receiving Party can prove with written evidence that such information:

  • (a) was already lawfully in its possession at the time of disclosure without any obligation of confidentiality;
  • (b) is or becomes publicly known through no wrongful act, omission, or breach of this Agreement by the Receiving Party;
  • (c) was lawfully received from a third party who was free to disclose it;
  • (d) was independently developed by the Receiving Party without any use of or reference to the Disclosing Party's Confidential Information; or
  • (e) is required to be disclosed by law, by any court of competent jurisdiction, or by any regulatory or administrative body.

14.4 Return of Information: Upon termination of this Agreement for any reason, or upon the Disclosing Party’s written request at any time, the Receiving Party shall promptly return or, at the Disclosing Party's option, securely destroy all documents and materials (and any copies) containing the Disclosing Party's Confidential Information.

14.5 Survival of Obligations: The obligations of confidentiality set out in this clause 14 shall survive the termination or expiry of this Agreement and remain in effect indefinitely.

15 PUBLICITY AND PROMOTION

15.1 Innov8 Digital Media LTD’s Promotional Rights: The Client hereby grants Innov8 Digital Media LTD a perpetual, irrevocable, worldwide, non-exclusive, royalty-free licence to use, reproduce, display, and publish the final Deliverables (in whole or in part), along with any related behind-the-scenes footage, for any and all promotional and marketing purposes.

  • (a) Permitted Uses: This licence shall include, but is not limited to, use in portfolios, on Innov8 Digital Media LTD's website, social media platforms, in case studies, press releases, award submissions, exhibitions, competitions, and in presentations to current and prospective clients.
  • (b) Use of Client Marks: This licence explicitly includes the right for Innov8 Digital Media LTD to use the Client's name, logo, and trademarks solely in connection with the promotion of the Deliverables and for the purpose of identifying the Client in its portfolio.
  • (c) No Approval Required: The rights granted under this clause 15.1 are unconditional. The Client shall have no right to review, approve, or object to Innov8 Digital Media LTD’s promotional use of the Deliverables, nor shall any embargo period apply unless a specific, paid-for embargo has been agreed upon in writing in the Statement of Work. This right shall survive the termination or expiry of this Agreement.
  • (d) Client Embargo/Objection: The Client may, by giving written notice prior to the project's completion, request in good faith that Innov8 Digital Media LTD refrain from using the Deliverables publicly for a reasonable and specified period (e.g., to accommodate a product launch date) or from a specific platform for legitimate confidentiality reasons. Innov8 Digital Media LTD shall not unreasonably withhold its agreement to such a request. The use of the Client's name and logo as a client of Innov8 Digital Media LTD is not subject to this restriction.

15.2 Client Publicity and Required Credits:

  • (a) Credit Obligation: In any and all publicity, announcements, or communications relating to the Project or the Deliverables, the Client must include a prominent credit acknowledging Innov8 Digital Media LTD as the production company. The precise wording, placement, and format of this credit shall be as reasonably specified by Innov8 Digital Media LTD.
  • (b) Approval of Client Announcements: The Client must obtain prior written approval from Innov8 Digital Media LTD for any formal press release or public announcement that names Innov8 Digital Media LTD.
  • (c) Breach: Failure by the Client to provide the credit as required by clause 15.2(a) shall be deemed a material breach of this Agreement.

16 POSTPONEMENT, CANCELLATION, AND TERMINATION

16.1 Postponement and Rescheduling by the Client

  • (a) Conditions for Postponement: If the Client wishes to postpone any Shoot Date, it must provide written notice. Any postponement is subject to Innov8 Digital Media LTD's availability and is permitted once only. A second postponement request will be treated as a Cancellation by the Client under clause 16.2.
  • (b) Postponement Fees: The following fees shall apply:
    • (i) Notice of 10 or more Business Days: The Client may reschedule subject to Innov8 Digital Media LTD's availability. The Client must pay any non-cancellable third-party costs already incurred. Innov8 Digital Media LTD reserves the right to re-cost the project if the new date is more than 60 days after the original Shoot Date.
    • (ii) Notice of fewer than 10 Business Days: This is considered a late postponement. The Client shall immediately pay a postponement fee equal to 50% of the total Costs, plus any non-cancellable third-party costs.
  • (c) Weather-Related Postponement: Innov8 Digital Media LTD shall have the sole discretion to determine if adverse weather makes a shoot impractical or unsafe. If a shoot is postponed for this reason, the parties will reschedule in good faith. However, the Client remains liable for all non-cancellable costs incurred for the original date and any additional costs necessitated by the rescheduling. If the Client insists on filming against Innov8 Digital Media LTD’s professional advice and the quality is compromised, Innov8 Digital Media LTD shall bear no liability.

16.2 Cancellation by the Client and Cancellation Fees: As Innov8 Digital Media LTD incurs costs and turns away other work to reserve capacity, the Client acknowledges that a cancellation will cause significant loss. Therefore, upon termination by the Client, the Client shall pay a cancellation fee calculated as a genuine pre-estimate of Innov8 Digital Media LTD's losses:

  • (a) Notice of more than 10 Business Days before the first Shoot Date: 50% of the total Costs. The non-refundable booking fee shall be credited against this amount. This fee covers pre-production work completed and reserved creative and technical capacity.
  • (b) Notice of 10 Business Days or fewer before the first Shoot Date: 100% of the total Costs. At this stage, nearly all costs have been committed and the ability to replace the project is minimal.
  • (c) For any project with total Costs under £1000, the cancellation fee remains 100% of the total Costs, as these projects require full resource commitment from the outset.

16.3 Termination for Cause

  • (a) Right to Terminate: Without affecting any other right or remedy, either party may terminate this Agreement with immediate effect by giving written notice if the other party:
    • (i) commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within five (5) Business Days of being notified in writing to do so. For the avoidance of doubt, failure by the Client to pay any sum by its due date is a material breach that is considered irremediable.
    • (ii) becomes insolvent, is subject to a winding up order, is placed in administration, or any equivalent event occurs.
    • (iii) suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
  • (b) Innov8 Right to Terminate: Innov8 Digital Media LTD may terminate this Agreement with immediate effect by written notice if the Client or its representatives engage in abusive, threatening, or otherwise unprofessional conduct toward Innov8 Digital Media LTD personnel.

16.4 Consequences of Termination
Upon termination or expiry of this Agreement for any reason:

  • (a) The Client shall immediately pay to Innov8 Digital Media LTD all outstanding unpaid invoices and interest, and all cancellation fees. In respect of Services supplied but for which no invoice has been submitted, Innov8 Digital Media LTD shall submit an invoice, which shall be payable by the Client immediately on receipt.
  • (b) The accrued rights, remedies, obligations, and liabilities of the parties as at expiry or termination shall be unaffected.
  • (c) The assignment of any rights to the Client is void, and the Client shall have no right to use any Deliverables unless and until all sums due under this Agreement have been paid in full.
  • (d) Each party shall promptly return or destroy all Confidential Information of the other party.
  • (e) Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry shall remain in full force and effect.

17 ARCHIVING AND DATA RETENTION

17.1 Initial Courtesy Archive: As part of the Services, Innov8 Digital Media LTD will, as a courtesy, store one master copy of the final Deliverables and the associated Edit Files for a period of six (6) months following the Acceptance Date (the "Initial Archive Period").

17.2 Disclaimer of Liability and Client Responsibility:

  • (a) The Client is solely responsible for downloading and maintaining its own secure, long-term backups of all Deliverables immediately upon receipt.
  • (b) All archiving by Innov8 Digital Media LTD is performed on a "best efforts" basis and is not guaranteed. Innov8 Digital Media LTD shall not be liable for any loss, damage, corruption, or destruction of any archived files for any reason.

17.3 Optional Extended Archiving Service: After the Initial Archive Period, all files may be permanently deleted. If the Client wishes for Innov8 Digital Media LTD to continue storing the files, it must subscribe to an annual archiving service. The availability and cost (the "Archive Fee") will be quoted by Innov8 Digital Media LTD upon request.

17.4 Retrieval and Non-Payment:

  • (a) Retrieval Fee: A separate retrieval fee, in addition to the annual Archive Fee, will be charged each time the Client requests access to or a copy of any files from the archive.
  • (b) Right to Destroy for Non-Payment: If the Client subscribes to the archiving service but fails to pay any Archive Fee invoice within 30 days of its due date, Innov8 Digital Media LTD shall have the unconditional right, without any further notice or liability, to permanently delete all archived files related to the Client's project.

17.5 Client-Requested Destruction: Should the Client request in writing that any files be destroyed, Innov8 Digital Media LTD will comply. Innov8 Digital Media LTD may charge a reasonable administrative fee for this service.

18 NON-SOLICITATION

18.1 Restriction on Solicitation: The Client agrees that, from the date of this Agreement until the expiry of twelve (12) months after the Acceptance Date or the termination of this Agreement (whichever is later), it shall not, directly or indirectly:

  • (a) solicit, entice, or attempt to entice away from Innov8 Digital Media LTD; or
  • (b) employ, engage, or attempt to employ or engage,
    any individual who is, or has been, engaged as an employee, director, consultant, or subcontractor of Innov8 Digital Media LTD and who was involved in any capacity with the provision of the Services.

18.2 Introduction and Recruitment Fee: The parties agree that any breach of clause 18.1 would cause significant loss and disruption, including recruitment costs, training, and loss of continuity. Therefore, if the Client breaches this clause, it agrees to pay an introduction/recruitment fee equivalent to 100% of the individual's gross annual remuneration that was payable by Innov8 Digital Media LTD. The parties agree this is a reasonable and genuine pre-estimate of the cost of replacing such a valued member of the team.

18.3 Introduction Fee: In the event the Client wishes to engage an individual covered by the restriction in clause 18.1 and Innov8 Digital Media LTD provides its prior written consent, such consent shall be strictly conditional upon the Client first paying an introduction fee as calculated in clause 18.2.

18.4 Indirect Solicitation: This restriction also applies to introductions made by the Client to its own clients, partners, or any related third parties.

19 RELEASES AND CONSENTS

19.1 Client’s Responsibility for Releases: The Client is solely responsible for securing all necessary, legally binding release forms ("Releases") from all individuals featured in the Content. To assist the Client in this critical obligation, Innov8 Digital Media LTD will, upon request, provide its standard release form templates and reasonable guidance on their completion. However, the ultimate responsibility for ensuring all required individuals have signed a valid release remains with the Client.

19.2 Warranty of Authority: The Client warrants that it has informed all such individuals that filming is taking place and that it has obtained all necessary rights, permissions, and Releases required to enable Innov8 Digital Media LTD to create the Content and for both the Client and Innov8 Digital Media LTD to exploit the Content for the purposes set out in this Agreement.

19.3 Innov8 Digital Media LTD Disclaimer: Innov8 Digital Media LTD has no responsibility or liability whatsoever in relation to obtaining, managing, verifying, or maintaining any Releases. Innov8 Digital Media LTD is entitled to rely entirely on the Client’s warranty in clause 19.2.

19.4 Unconditional Indemnity: The Client shall fully and unconditionally indemnify and hold harmless Innov8 Digital Media LTD against any and all claims, actions, proceedings, losses, damages, liabilities, and costs (including legal fees on a full indemnity basis) arising out of or in connection with any claim by an individual appearing in the Content. This indemnity shall survive the termination or expiry of this Agreement.

20 BEHIND-THE-SCENES CONTENT

20.1 Grant of Rights and Ownership: The Client acknowledges and irrevocably agrees that Innov8 Digital Media LTD has the absolute right to film, photograph, and record the production process and service delivery ("Behind-the-Scenes Content").

  • (a) All rights, title, and interest in and to any and all Behind-the-Scenes Content shall vest exclusively in Innov8 Digital Media LTD from the moment of its creation.
  • (b) Innov8 Digital Media LTD shall have the perpetual, worldwide, royalty-free right to edit, modify, and use this content in any manner and across all media for its promotional, marketing, and commercial purposes. This right is unconditional and requires no further approval from the Client.

20.2 Client Responsibility and Indemnity: The Client is solely responsible for ensuring all individuals present during filming are aware that Behind-the-Scenes Content is being captured and that necessary consents are obtained per Clause 19. This warranty is covered by the Client's indemnity in Clause 12.

20.3 Confidential Information: It is the Client's sole responsibility to identify in writing, prior to any filming, any specific processes, information, or areas it considers to be confidential and which must be excluded from capture. In the absence of such prior written notice, Innov8 Digital Media LTD is entitled to assume that all visible and audible elements are non-confidential.

20.4 Restrictions: Any request by the Client to restrict or prohibit the capture or use of Behind-the-Scenes Content must be negotiated and explicitly documented as a variation in the Statement of Work. Innov8 Digital Media LTD reserves the right to adjust the project Costs or decline the engagement if the requested restrictions are deemed too prohibitive.

20.5 Survival: The rights and obligations in this Clause 20 shall survive the termination or expiration of this Agreement.

21 SPONSORED VIDEOS

Innov8 Digital Media LTD may, at its sole discretion, offer to produce sponsored videos as a gift. The following terms apply specifically to any such videos:

21.1 No Expectation of Priority: The Client acknowledges that a sponsored video is a gift and not a commercial transaction. Consequently, sponsored videos will not be given priority over paid projects.

21.2 Option for Prioritization: Should the Client wish for a sponsored video to be prioritized, a payment must be made. The amount will be determined by Innov8 Digital Media LTD and documented in a Statement of Work.

21.3 Protection from Undue Pressure: The acceptance of a sponsored video does not entitle the Client to exert undue pressure on Innov8 Digital Media LTD regarding timelines or resources.

21.4 Limitation of Liability: All sponsored videos are provided "as-is," without any warranties. Innov8 Digital Media LTD shall not be liable for any damages resulting from the production or use of the sponsored video.

21.5 Discretion to Terminate: Innov8 Digital Media LTD reserves the right to terminate the production of any sponsored video at any time, for any reason, without liability.

21.6 Client Responsibilities: The Client remains responsible for providing all necessary Input Materials for the sponsored video.

21.7 No Alteration of Existing Agreements: These terms are supplementary and do not alter other clauses unless explicitly stated.

22 ASSIGNMENT AND SUBCONTRACTING

22.1 Client Restriction: The Client shall not, under any circumstances, assign, transfer, or otherwise deal with its rights or obligations under this Agreement without the prior, express written consent of Innov8 Digital Media LTD.

22.2 Innov8 Digital Media LTD’s Rights:

  • (a) Right to Subcontract: Innov8 Digital Media LTD may, at its sole discretion, subcontract any or all of its obligations under this Agreement.
  • (b) Liability for Subcontractors: Innov8 Digital Media LTD shall remain liable for the acts and omissions of its subcontractors, subject to the limitations of liability in Clause 13.
  • (c) Right to Assign: Innov8 Digital Media LTD may assign its rights and obligations under this Agreement to any successor entity.

23 FORCE MAJEURE

23.1 Definition: A "Force Majeure Event" means any event, circumstance, or cause beyond a party's reasonable control, including but not limited to: severe and unavoidable adverse weather conditions, natural disasters, flood, fire, explosion, national emergency, war, terrorist attack, riot, epidemic, pandemic, or governmental action. The Client's inability to pay or lack of funding shall not be considered a Force Majeure Event.

23.2 Consequences: Neither party shall be in breach of this Agreement for a delay resulting from a Force Majeure Event.

23.3 Client Financial Liability: Notwithstanding any postponement under this clause, the Client remains unconditionally liable for and shall immediately pay:

  • (a) All non-cancellable third-party costs already incurred by Innov8 Digital Media LTD.
  • (b) A pro-rata portion of the Costs for work already performed.

23.4 Rescheduling and Rebooking Fees: Before any new dates are confirmed following a Force Majeure Event, the Client shall pay a Rebooking Fee equal to 15% of the total Costs to cover administrative disruption.

23.5 Termination for Extended Delay: If the Force Majeure Event continues for more than 30 consecutive Business Days, the party not affected may terminate the Agreement. The Client's liability under clause 23.3 shall become immediately due.

24 THIRD-PARTY RIGHTS

24.1 A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

25 NO PARTNERSHIP OR AGENCY

25.1 Independent Contractor Relationship: The relationship of Innov8 Digital Media LTD to the Client under this Agreement is solely that of an independent contractor. Nothing in this Agreement shall be deemed to create a partnership, joint venture, employer-employee relationship, or agency between the parties.

26 WAIVER

26.1 No failure or delay by Innov8 Digital Media LTD to exercise any right or remedy provided under this Agreement shall constitute a waiver of that or any other right. Any waiver must be explicitly given in writing to be effective.

27 VARIATION

27.1 No variation of this Agreement shall be effective unless it is made in a formal written document and signed by a duly authorised representative of each party.

27.2 For the avoidance of doubt, no oral agreement or informal communication (including email) shall be deemed to modify or vary the terms of this Agreement.

28 NOTICES

28.1 Method of Notice:

  • (a) Any notice or communication must be in writing.
  • (b) Routine Communications: Day-to-day communications may be sent by email.
  • (c) Formal Notices: Any formal notice (relating to breach, termination, etc.) must be delivered by hand or prepaid first-class post. Email alone shall not constitute valid service for such notices.

28.2 Deemed Receipt:

  • (a) by hand, at the time of delivery;
  • (b) by post, at 9:00 am on the second Business Day after posting;
  • (c) by email, at 9:00 am on the next Business Day after transmission.

28.3 Exclusion for Legal Proceedings: This clause does not apply to the service of documents in any legal action.

29 ELECTRONIC EXECUTION AND BINDING AGREEMENT

29.1 Unconditional Acceptance: The Client acknowledges that by selecting any checkbox or clicking any button that indicates acceptance of a quote or these Terms, it is performing a deliberate act of execution. This action creates a legally binding and irrevocable Agreement.

29.2 Warranty of Authority: The individual accepting the terms personally warrants that they possess the full and unrestricted legal authority to bind the Client to this Agreement.

29.3 Legal Validity: Electronic signatures and checkbox confirmations shall have the same legal validity as a wet-ink signature.

29.4 Conclusive Evidence: The digital records of acceptance maintained by Innov8 Digital Media LTD shall be deemed conclusive and binding evidence of the Client's acceptance.

30 ELECTRONIC COMMUNICATIONS

30.1 Operational Communications: Day-to-day communications may be conducted through electronic channels (email, WhatsApp, etc.). Approvals and instructions given via these channels are binding for that specific operational purpose.

30.2 Formal Changes Strictly Excluded: The use of electronic communication shall not constitute a formal variation to this Agreement. Any communication that purports to alter the scope, cost, or key commercial terms will be of no effect unless executed as a formal Change Order or Variation.

30.3 Conclusive Records: In any dispute, the digital records held by Innov8 Digital Media LTD shall be deemed to be the accurate and definitive account of the communication.

31 ENTIRE AGREEMENT

31.1 Entire Agreement and Non-Reliance: This Agreement, together with the final accepted Statement of Work, constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise, or representation not expressly set out in this Agreement.

31.2 Exclusive Remedies: Each party agrees that its sole and exclusive remedy shall be for breach of contract as set out in this Agreement.

32 GOVERNING LAW

32.1 This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales.

33 JURISDICTION

33.1 Each party irrevocably agrees 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.

CONTACT INFORMATION

Innov8 Digital Media LTD is a company registered in England and Wales with company number 13953837. Registered Address: Enterprise Hub, M-SParc, Gaerwen, Anglesey, LL60 6AG.

If you have any questions about this Agreement, please contact us by email at the following address:

legal@innov8digitalmedia.com