KINEYMA FILMS LTD

1. Definitions

1.1 In these Terms:

“Agreement” means the written agreement between the Company and the Client incorporating these Terms, including any signed proposal, statement of work, emails, text/WhatsApp messages or written confirmation of Services.

“Company” means Kineyma Films Ltd (Company No. 15877444).

“Client” means the person, firm or company purchasing Services.

“Services” means podcast production, videography, editing, short-form content creation and related media services agreed in writing under the Agreement.

“Deliverables” means all video, audio, digital content and related materials produced under the Services.

“Additional Services” means services requested by the Client outside the scope of the Agreement.

“UK Data Protection Laws” means:

• The Data Protection Act 2018;

• The General Data Protection Regulation (EU) 2016/679 as it forms part of UK law (UK GDPR);

• The Privacy and Electronic Communications (EC Directive) Regulations 2003 (as amended);

• And all laws and regulations implementing, supplementing, amending, re-enacting or replacing the foregoing from time to time.

2. Engagement

2.1 The Company shall provide the Services as set out in the Agreement.

2.2 Any variation or Additional Services must be agreed in writing and may incur additional fees.

2.3 The Company acts as an independent contractor. Nothing in the Agreement creates a partnership, joint venture or employment relationship.

3. Fees & Payment

3.1 Fees are as set out in the Agreement or otherwise agreed in writing.

3.2 Unless otherwise agreed in the Agreement:

• Invoices are issued monthly or upon milestone completion.

• Payment is due within 28 calendar days of invoice date.

3.3 The Company reserves the right to:

• Charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998;

• Recover reasonable debt recovery costs;

• Suspend Services until outstanding sums are paid.

3.4 All fees are exclusive of VAT unless stated otherwise.

3.5 Expenses (including travel, accommodation, specialist equipment, location hire, talent, music licensing or third-party services) shall be charged in addition unless expressly included in the Agreement.

4. Scope of Services

4.1 Services are limited strictly to the scope defined in the Agreement.

4.2 Any work requested outside that scope constitutes Additional Services and will be charged at the Company’s standard rates.

4.3 The Company is not responsible for services or outcomes not expressly included in the Agreement.

5. Intellectual Property

5.1 All Intellectual Property Rights in the Deliverables remain the property of the Company until full payment of all sums due under the Agreement.

5.2 Upon full payment, the Client is granted a perpetual, non-exclusive licence to use the Deliverables for its internal business and marketing purposes unless otherwise agreed in the Agreement.

5.3 Raw footage, project files, timelines and working files remain the property of the Company unless specifically purchased under the Agreement.

5.4 The Company retains the right to use Deliverables for portfolio, promotional and marketing purposes unless expressly restricted in the Agreement.

6. Confidentiality

6.1 Each party shall keep confidential all non-public business, commercial or technical information disclosed during the Agreement.

6.2 This clause survives termination of the Agreement.

7. Client Responsibilities

7.1 The Client warrants that:

• All materials supplied do not infringe third-party rights;

• All necessary permissions, licences and releases have been obtained;

• Supplied content complies with applicable laws and regulations.

7.2 The Client shall indemnify the Company against claims arising from materials supplied by the Client.

8. Liability

8.1 The Company shall perform Services with reasonable skill and care.

8.2 The Company’s total aggregate liability under the Agreement shall not exceed the total fees paid by the Client under the relevant Agreement.

8.3 The Company shall not be liable for:

• Indirect or consequential loss;

• Loss of profits, business, revenue or opportunity;

• Platform performance, engagement metrics or algorithmic outcomes.

8.4 Nothing excludes liability for death or personal injury caused by negligence or fraud.

9. Term & Termination

9.1 Either party may terminate this Agreement on 90 days’ written notice unless otherwise specified in the Agreement.

9.2 The Company may terminate the Agreement immediately where:

• The Client fails to pay invoices;

• The Client commits a material breach;

• Deliverables are used unlawfully or unethically.

9.3 Upon termination:

• All completed work is payable;

• Outstanding invoices become immediately due.

10. Force Majeure

The Company shall not be liable for failure or delay due to events beyond its reasonable control, including illness, equipment failure, location cancellation, natural disaster, acts of third parties, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, labour problems, or regional technology interruptions.

11. Data Protection

11.1 Both parties shall comply with UK Data Protection Laws in connection with the performance of the Services under the Agreement.

12. Non-Solicitation

The Client shall not directly or indirectly solicit, engage or attempt to engage any employee, freelancer or subcontractor of the Company for 12 months following completion of the Services without written consent.

13. Governing Law

The Agreement shall be governed by and construed in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales.

14. Platform & Distribution Disclaimer

14.1 The Client acknowledges that distribution platforms including (without limitation) YouTube, Instagram, TikTok, LinkedIn and similar third-party platforms operate independently of the Company.

14.2 The Company does not control and shall not be responsible for:

• Removal, suspension or restriction of content by any platform;

• Account suspension, shadow-banning or algorithmic limitation;

• Copyright or community guideline strikes;

• Changes in platform policies, monetisation rules or technical requirements;

• Engagement metrics, impressions, reach, subscriber growth or revenue outcomes.

14.3 The Client remains solely responsible for ensuring that content complies with platform policies and applicable laws, including securing necessary licences and releases unless expressly agreed otherwise in the Agreement.

14.4 Where the Company assists in uploading or optimising content, it does so as a technical service provider only and does not guarantee:

• Platform approval;

• Monetisation eligibility;

• Specific engagement or performance results.

14.5 The Company shall not be liable for any losses arising from platform actions, account restrictions or content removals.

15. Revisions, Feedback & Turnaround Times

15.1 Draft delivery timelines are indicative unless expressly agreed otherwise in the Agreement.

15.2 The Client shall provide consolidated written feedback within 7 calendar days of receipt of each draft.

15.3 Consolidated Feedback Requirement
The Client shall provide one clear and consolidated list of revision requests per revision round. Fragmented, piecemeal or multiple separate revision submissions (including feedback across different channels) may, at the Company’s discretion, be treated as additional revision rounds and may incur additional charges.

15.4 The Company shall use reasonable endeavours to implement agreed revisions within 5 business days of receiving consolidated feedback, subject to production schedules.

15.5 The Company shall not be responsible for delays caused by:

• Late Client feedback;

• Fragmented or non-consolidated feedback;

• Scope changes;

• Failure to provide necessary materials or approvals.

Delivery timelines shall automatically extend by the length of any such delay.

15.6 Requests beyond the scope defined in the Agreement, urgent amendments outside agreed timelines, structural re-edits after approval, or amendments following publication shall constitute Additional Services and be charged at the Company’s standard rates.

16. Filming Day Cancellation & Rescheduling

16.1 A filming date is confirmed once agreed in writing under the Agreement.

16.2 The Client acknowledges that filming days are reserved exclusively and that the Company may decline other work for that date.

16.3 If the Client cancels a confirmed filming day, the following fees shall apply:

• More than 14 calendar days’ notice: No cancellation fee.

• 7–14 calendar days’ notice: 50% of the agreed filming day fee.

• Less than 7 calendar days’ notice: 100% of the agreed filming day fee.

16.4 The Client may request to reschedule a filming day once without penalty provided at least 7 calendar days’ notice is given. Rescheduled dates are subject to availability.

16.5 Rescheduling requests made with less than 7 calendar days’ notice may be treated as a cancellation and subject to the fees set out above.

16.6 Any non-refundable third-party costs already incurred (including venue hire, travel, accommodation, talent, equipment hire or specialist crew) shall be payable in full regardless of cancellation notice period.

16.7 Where cancellation arises directly from a Force Majeure event as defined in Clause 10, the parties shall use reasonable endeavours to reschedule the filming day without penalty, subject to availability and recovery of third-party costs.