1. Definitions

1.1. “Company” refers to All Aspect Media Ltd, located at East View Road, Ringwood BH24 1PP. 

1.2. “Client” refers to any person, firm, or company that engages the Company to provide services. 

1.3. “Services” refers to the media, marketing, production, creative, and other related services provided by the Company. 

1.4. “Agreement” refers to the contract or written proposal agreed upon by the Company and the Client. 1.5. “Deliverables” refers to all outputs created by the Company as part of the Services, including but not limited to videos, photographs, designs, or any other media content.

2. Scope of Work

2.1. The Services to be provided by the Company will be outlined in a Proposal agreed upon by both parties. This proposal will detail the specific tasks, timelines, and Deliverables. 

2.2. Any changes or additions to the scope of work must be agreed upon in writing by both parties. Such changes may incur additional fees and may affect the timeline for delivery. 

2.3. The Company will provide regular updates on the progress of the Services as agreed in the Proposal.

3. Fees and Payment Terms

3.1. The Client shall pay the Company the fees as set out in the Proposal or Contract. These fees may include charges for Services, materials, and any other agreed-upon expenses. 

3.2. Initial Payment is due before work commences and on the renewal of the following calendar months. All payments must be made in the currency specified in the invoice. 

3.3. The Company reserves the right to charge an administration fee on overdue payments at the rate of £15 per month.  

3.4. The Company reserves the right to suspend Services if payment is not received within the agreed timeframe. In such cases, the Company will not be liable for any delays caused by the suspension of Services.

4. Expenses

4.1. The Client agrees to reimburse the Company for any out-of-pocket expenses incurred in the course of providing the Services, including but not limited to travel, accommodation, and material costs, unless otherwise agreed in the Contract. 

4.2. Any such expenses will be billed at cost and will be included in the monthly invoice, unless otherwise agreed in writing.

5. Client Responsibilities

5.1. The Client agrees to provide all necessary information, materials, and approvals required by the Company to carry out the Services. Any delays in providing these may impact the timeline and/or cost of the Services. 

5.2. The Client warrants that they have the legal right to use any content, materials, or instructions provided to the Company for use in the Services. The Client will indemnify the Company against any claims arising from the use of such content or materials. 

5.3. The Client must review and approve or provide feedback on Deliverables within 7 days of receipt. Failure to provide feedback within this timeframe will be deemed as acceptance of the Deliverables.

6. Intellectual Property Rights

6.1. The Company retains all intellectual property rights in any work created as part of the Services until full payment has been received. 

6.2. Upon full payment, the Client is granted a non-exclusive, royalty-free licence to use the Deliverables for the agreed purposes. This licence does not include the right to sell or sublicense the work unless explicitly agreed upon. 

6.3. The Company reserves the right to use any Deliverables for promotional purposes, including but not limited to portfolio showcases, website content, and marketing materials, unless otherwise agreed in writing. 

6.4. The Client is responsible for securing any necessary licences or permissions for third-party intellectual property included in the Deliverables, unless otherwise agreed in writing.

7. Confidentiality

7.1. Both parties agree to treat as confidential all information obtained from the other party that is not publicly available. This includes, but is not limited to, business strategies, client lists, and proprietary data.

 7.2. Confidential information may only be disclosed to employees or subcontractors who need to know it for the purpose of performing the Services and are bound by confidentiality obligations. 

7.3. The obligations of confidentiality shall survive the termination of the Agreement.

8. Limitation of Liability and Errors and Omissions

8.1 No Guarantee of Results: The Client acknowledges that the Company cannot guarantee specific outcomes or results from the Services provided. While the Company will use reasonable care and skill in the execution of the Services, it cannot be held responsible for any unintended consequences, including but not limited to, financial loss, loss of business opportunities, or damage to the Client’s reputation.

8.2 Limitation of Liability: The Company’s total liability to the Client for any claim arising out of or in connection with the performance or non-performance of the Services, whether in contract, tort (including negligence), or otherwise, shall be limited to the total amount paid by the Client for one month’s Services. 

8.3. The Company shall not be liable for any indirect, incidental, or consequential damages, including but not limited to, financial loss, loss of profits, loss of data, or loss of business, even if the possibility of such damages was foreseeable.

8.4 Errors and Omissions: The Company will not be liable for any minor errors or omissions in the Deliverables, provided that such errors or omissions do not substantially affect the overall quality or performance of the Services. 

8.5. The Company agrees to correct any genuine errors or omissions in the Deliverables at its own expense, provided that the Client notifies the Company of such errors within 14 days of delivery. The Client acknowledges that this shall be the sole remedy available for any errors or omissions.

8.6 Mitigation of Loss: The Client agrees to take reasonable steps to mitigate any loss or damage it may suffer in connection with the Services. The Company shall not be liable for any loss or damage that could have been avoided by the Client taking reasonable steps to mitigate its loss.

8.7 Third-Party Services: If the Company recommends or engages any third-party services as part of the Services, the Company shall not be responsible for any acts or omissions of such third parties, nor shall the Company be liable for any loss or damage arising from the Client’s use of third-party services.

9. Termination

9.1. Either party may terminate the Agreement by providing 15 days’ written notice to the other party. 

9.2. The Company may terminate the Agreement immediately if the Client breaches any material term of the Agreement, including failure to make timely payments. 

9.3. Upon termination, the Client agrees to pay for all Services rendered up to the termination date, including any work in progress. 

9.4. If the Agreement is terminated before completion of the Services, the Company may retain any deposit paid by the Client as liquidated damages, without prejudice to any additional rights or remedies.

10. Force Majeure

10.1. The Company shall not be liable for any delay or failure to perform its obligations under the Agreement if such delay or failure is due to circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, strikes, or pandemics. 

10.2. In the event of a force majeure, the affected party shall notify the other party as soon as possible and make reasonable efforts to mitigate the impact of the event.

11. Dispute Resolution

11.1. Any disputes arising out of or in connection with the Agreement shall first be attempted to be resolved through good faith negotiations between the parties. 

11.2. If the parties are unable to resolve the dispute through negotiation within 30 days, either party may request mediation or arbitration as a means of resolving the dispute, in accordance with the rules of the Chartered Institute of Arbitrators (CIArb) or as agreed by both parties. 

11.3. The decision of the arbitrator(s) shall be final and binding on both parties, and judgement on the award may be entered in any court having jurisdiction.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of UK/England, and any disputes shall be subject to the exclusive jurisdiction of the courts of UK/England.

13. Entire Agreement

13.1. This Agreement, along with any Proposals or Contracts referenced herein, constitutes the entire understanding between the parties and supersedes all prior agreements, representations, or communications, whether written or oral. 

13.2. Any amendments to this Agreement must be made in writing and signed by both parties to be effective.

14. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15. Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

16. Notices

Any notices required under this Agreement shall be in writing and delivered to the addresses provided by the parties in the Agreement, or to such other address as a party may specify in writing.

17. Subcontracting

The Company reserves the right to subcontract any part of the Services to third parties. However, the Company will remain responsible for ensuring that any subcontracted work meets the standards outlined in this Agreement.

18. Data Protection

Both parties agree to comply with all applicable data protection laws and regulations in relation to the Services provided under this Agreement. 18.2. The Client agrees to provide any necessary consents or notices to data subjects whose personal data is processed by the Company as part of the Services.

19. Non-Solicitation

The Client agrees not to solicit or hire any employees or contractors of the Company for a period of 6 months following the completion of the Services without the prior written consent of the Company.

20. Assignment

The Client may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company.

21. Acceptance of Terms

21.1. The Client acknowledges that by making payment of the initial invoice, they confirm that they have read, understood, and agree to be bound by these Terms of Business.

21.2. The payment of the initial invoice shall be deemed as full acceptance of these Terms, and no further signature or formal acknowledgment shall be required to enforce the terms of this Agreement. 

21.3. If the Client does not agree to these Terms, they must notify the Company in writing before making any payment. Failure to do so will result in the application of these Terms to the engagement.

22. Amendments and Updates to Terms

22.1 Right to Update Terms: The Company reserves the right to update or amend these Terms of Business at any time, as it deems necessary.

22.2. Any such updates or amendments will become effective upon their posting on the Company’s website or upon direct notification to the Client, 

22.3 The Company will notify the Client of any material changes to these Terms of Business by email or through a notice on the Company’s website. It is the Client’s responsibility to review these Terms periodically to ensure they are aware of any changes. 

22.4. Continued use of the Company’s Services after the effective date of any changes to these Terms shall constitute the Client’s acceptance of such changes.

22.5.The Client is advised to regularly review these Terms to stay informed of any updates. The latest version of the Terms of Business will always be available on the Company’s website.