1. Definitions

Studio means Foxglove, the production and creative services provider.

Commissioning Party means the advertising agency, brand, or other party commissioning work from the Studio.

Client means the end brand, advertiser, or entity on whose behalf the Commissioning Party is acting.

Creative Content means all materials created, produced, or furnished by the Studio, including but not limited to films, photography, stills, design, digital content, treatments, scripts, post-production work, and any derivative or associated materials.

AI Tools means any generative artificial intelligence software, tools, or technologies used in the creation of Creative Content.

AI Works means Creative Content or parts thereof created using AI Tools.

Platform Terms means the terms and conditions of any AI Tool provider (e.g. Midjourney, OpenAI).

Prompts means customised inputs used to generate AI Works.

2. Copyright & Ownership

Unless otherwise agreed in writing, all intellectual property rights (including copyright) in and to Creative Content, AI Works, and Prompts remain the sole and exclusive property of the Studio.

The Client is granted only a limited, non-transferable license to use the Creative Content strictly in accordance with the scope defined in the Estimate.

Any use beyond the agreed License (different media, additional campaigns, sublicensing, or redistribution) requires written approval from the Studio and payment of additional fees in full before use.

Behind-the-scenes content, production stills, set photography, and moving image content may only be created or used with prior written consent of the Studio.

3. License

The Studio grants the Client a non-exclusive, non-transferable license to use the Creative Content solely for the purpose, platform, and campaign specified in the Estimate.

The License takes effect only upon full payment of the relevant invoice(s). No use of Creative Content is permitted prior to payment.

The License applies only to the commissioning Client and may not be assigned, sold, or sublicensed without express written permission.

The Studio reserves the right to use all Creative Content (after any agreed exclusivity period) for self-promotion, including portfolio, website, awards, social channels, and PR.

4. Use of AI Tools

Client acknowledges that Creative Content may incorporate AI Works. Ownership and Client use of AI Works are subject to Platform Terms and applicable law.

The Studio is not liable for any restrictions, changes, or limitations to Client use of AI Works imposed by Platform Terms or by law.

5. Modifications

Creative Content may not be altered, retouched, re-edited, or otherwise modified without prior written approval from the Studio.

All final layouts, edits, and usage dates must be submitted to the Studio for approval before publication or release.

Any violation of license restrictions may entitle the Studio to injunctive relief and damages.

6. Credit

Where crediting is agreed in writing, the Studio shall be credited as “Foxglove” in all reproductions of Creative Content.

For social media, proper tagging/mentioning of designated Studio accounts is required if crediting applies.

7. Indemnity

The Client is solely responsible for obtaining all third-party clearances and releases (including but not limited to talent, models, locations, music, and trademarks).

The Client agrees to indemnify and hold harmless the Studio against all claims, liabilities, damages, or costs (including legal fees) arising from (i) use of Creative Content, (ii) materials provided by Client, or (iii) failure to obtain third-party clearances.

8. Estimates & Fees

Estimates apply to the agreed brief only. Any changes to scope, deliverables, or schedule will incur additional fees.

A production fee and/or service charge will apply to all third-party expenses.

Insurance charges of 5% of expenses may be applied to all confirmed jobs.

9. Payment

A non-refundable advance of 75% of the total budget must be paid at least 7 days before production commences.

Final balance invoices are due 28 days from issue. Late payments are subject to 15% interest per day.

All payments are in GBP and exclusive of VAT unless otherwise stated.

All vendor/supplier invoices are payable by the Studio on 60-day terms.

The Studio reserves the right to withhold delivery of Creative Content until invoices are paid in full.

10. Overages & Overtime

Any additional costs or time incurred due to Client changes, delays, or third-party issues are chargeable in addition to the agreed Estimate.

Shoot days exceeding 10 hours will be charged at 1.5x standard rates; days exceeding 12 hours will be charged at 2x rates.

11. Client Representation

The Client must provide an authorised representative on set to approve creative decisions.

In absence of such representative, the Studio’s interpretation will be deemed final.

12. Reshoots

If final Creative Content is unusable due to technical fault by the Studio, reshoots will be conducted at no additional Studio fee, though Client remains responsible for all production expenses.

Client-requested changes to completed work are subject to additional fees.

13. Cancellation & Postponement

Once confirmed (verbally, in writing, or via email), bookings are binding.

Cancellations or postponements by Client will incur 100% of Studio fees plus all incurred expenses.

Postponement due to weather or force majeure will not waive fees, though the Studio will endeavour to reschedule.

14. Covid-19 Clause

If cancellation occurs due to Covid-19 illness of Studio personnel, no cancellation fee applies.

If cancellation occurs due to Client/production Covid-19 issues and no reschedule is possible, full cancellation fees apply.

15. Limitation of Liability

The Studio’s aggregate liability shall not exceed the total fees actually received under this Agreement.

The Studio is not liable for indirect, incidental, or consequential losses.

16. Governing Law

This Agreement shall be governed by the laws of England and Wales. All disputes are subject to the exclusive jurisdiction of the English courts.