Terms & Conditions
1. Introduction
Welcome to Not Studio. We are a London-based creative agency providing premium creative services to fashion brands globally, including but not limited to, e-commerce content, creative direction, website development, branding, and full-service production. These Terms & Conditions govern our working relationship with clients and outline the rights and responsibilities of both parties.
By engaging our services, you ("the Client") agree to be bound by these terms. If you do not agree to these Terms & Conditions, you should not proceed with using our services. Any bespoke agreements or modifications to these terms must be agreed upon in writing.
These Terms & Conditions may be updated from time to time, and continued engagement with Not Studio signifies acceptance of any amendments.
2. Definitions
For the purposes of these Terms & Conditions, the following definitions apply:
"Agency" refers to Not Studio.
"Client" refers to the individual or entity engaging the Agency’s services.
"Project" refers to the agreed scope of work to be undertaken by the Agency.
"Deliverables" refer to the final creative materials or outputs provided by the Agency to the Client.
"Fees" refer to the costs associated with the services provided by the Agency.
"Intellectual Property" refers to copyrights, trademarks, design rights, and any other proprietary rights related to the work created by the Agency.
These definitions apply throughout the document to ensure clarity and consistency in interpretation.
3. Services Provided
The Agency agrees to provide creative services as agreed upon in writing with the Client. These services may include, but are not limited to:
Creative content production (photography, videography, and other multimedia assets)
Full-service production and project management
The scope, deliverables, and timelines for each Project will be agreed upon prior to commencement and may be outlined in a separate Statement of Work (SOW) proposal or contract. The Agency reserves the right to decline any Project that falls outside its expertise or capacity.
Any additional services requested by the Client that fall outside the initially agreed scope may be subject to additional fees, which will be communicated and agreed upon in writing before proceeding.
4. Project Scope & Changes
The scope of each Project will be clearly defined in the initial agreement, proposal or Statement of Work (SOW). Any modifications, additions, or changes requested by the Client after the scope has been agreed upon must be submitted in writing and may be subject to additional fees.
The Agency will assess the impact of any requested changes on the timeline, budget, and feasibility of the Project. If the changes significantly alter the original scope, the Agency reserves the right to issue a revised proposal or contract outlining the updated terms.
Delays in approvals or responses from the Client may impact the timeline and delivery of the Project. The Agency shall not be held responsible for missed deadlines resulting from Client-side delays. In such cases, any revised deadlines will be agreed upon mutually.
The Client acknowledges that any requests for additional work or major revisions beyond the agreed scope may be considered as a separate Project and will require new pricing and scheduling discussions.
5. Fees, Payments & Expenses
5.1 Fees
All fees for services provided by the Agency will be outlined in the agreed proposal, Statement of Work (SOW), or contract. Fees are based on the scope of work, deliverables, and estimated time and resources required to complete the Project.
5.2 Payment Terms
Unless otherwise agreed in writing, payment terms are as follows:
A non-refundable deposit may be required before the commencement of work.
Payment instalments may be structured according to key Project milestones.
Final payment must be received before the delivery of the final Deliverables.
Late payments may incur interest charges or result in the suspension of work until the outstanding balance is settled.
5.3 Expenses
Any additional expenses incurred in the execution of the Project, including but not limited to travel, stock imagery, third-party software, or external consultants, will be pre-approved by the Client and invoiced accordingly.
6. Intellectual Property & Usage Rights
6.1 Ownership
Unless otherwise agreed in writing, all intellectual property rights in the Deliverables remain the property of the Agency until full payment has been received. Upon full payment, the Client will be granted an agreed-upon license or ownership of the final Deliverables as outlined in the contract.
6.2 Licensing
If the Client is granted a license rather than full ownership, the scope of permitted use will be defined in the agreement. The Agency retains the right to use any elements of the work for promotional purposes unless expressly prohibited in writing.
6.3 Third-Party Materials
Any third-party assets (such as stock photography, fonts, or music) used in the Project remain the property of their respective owners and are subject to their licensing terms. The Client is responsible for ensuring compliance with any third-party licenses if they request the inclusion of such materials.
6.4 Portfolio & Self-Promotion
The Agency reserves the right to showcase completed work, including case studies, process visuals, and final Deliverables, in its portfolio, website, social media, and marketing materials, unless otherwise agreed in writing with the Client.
7. Revisions & Approvals
7.1 Revisions
The Agency will provide a set number of revisions as outlined in the initial agreement. Any additional revisions beyond the agreed number may be subject to extra fees. Revisions must be requested within a specified timeframe as detailed in the contract.
7.2 Approval Process
The Client is responsible for reviewing all deliverables and providing feedback within the agreed timeline. Delays in approval may affect the overall project schedule, and the Agency will not be held responsible for missed deadlines due to delayed feedback.
7.3 Final Approval
Once final approval has been given by the Client, any further modifications will be treated as a new request and may incur additional charges. The Agency is not liable for any errors or omissions after the Client has approved the final work.
8. Confidentiality & NDAs
8.1 Confidential Information
Both the Agency and the Client agree to keep confidential all proprietary information, trade secrets, and any other confidential data shared during the course of the Project. Confidential information shall not be disclosed to any third party without prior written consent.
8.2 Non-Disclosure Agreements (NDAs)
If required, both parties may enter into a formal Non-Disclosure Agreement to further protect sensitive information shared during the Project.
8.3 Exceptions
Confidentiality obligations shall not apply to information that:
Is publicly available through no fault of the receiving party.
Is required to be disclosed by law or regulatory authority.
Was already in the possession of the receiving party prior to disclosure.
9. Liability & Indemnity
9.1 Limitation of Liability
The Agency shall not be liable for any indirect, incidental, or consequential damages, including but not limited to loss of profits, data, or business opportunities, arising from the use of its services.
9.2 Indemnity
The Client agrees to indemnify and hold harmless the Agency from any claims, damages, or legal fees arising from the Client’s misuse of the Deliverables, non-compliance with third-party licenses, or breach of these Terms & Conditions.
10. Timelines & Delays
10.1 Project Timelines
The Agency will provide estimated timelines for the completion of the Project. These timelines are subject to change based on Client responsiveness, revisions, and unforeseen circumstances.
10.2 Delays
The Agency is not responsible for delays caused by factors outside of its control, including but not limited to Client delays, third-party failures, or force majeure events.
11. Third-Party Services & Suppliers
The Agency may engage third-party suppliers to assist in the completion of Projects. The Agency is not responsible for any failures, delays, or errors caused by third-party vendors, and any warranties or guarantees must be handled directly between the Client and the third-party service provider.
12. Termination & Cancellation
12.1 Termination by the Client
The Client may terminate the Project at any time by providing written notice to the Agency. Any work completed up to the date of termination will be invoiced accordingly, and any deposits or milestone payments already made are non-refundable.
12.2 Termination by the Agency
The Agency reserves the right to terminate the Project if the Client fails to meet payment obligations, engages in unethical or unlawful activities, or breaches these Terms & Conditions. In such cases, the Agency is not responsible for any damages resulting from termination.
13. Marketing & Portfolio Use
The Agency retains the right to showcase completed work in its portfolio, website, and marketing materials unless otherwise agreed in writing with the Client. If the Client wishes to keep certain aspects of a project confidential, this must be communicated before the work is published.
14. Dispute Resolution
14.1 Mediation
In the event of a dispute, both parties agree to attempt to resolve the issue through mediation before pursuing legal action. Mediation will be conducted in London, UK.
14.2 Governing Law
These Terms & Conditions are governed by and construed in accordance with the laws of England and Wales. Any disputes arising under these terms shall be resolved in the courts of London, UK.
15. Miscellaneous Provisions
15.1 Entire Agreement
These Terms & Conditions constitute the entire agreement between the Agency and the Client and supersede any prior agreements or understandings, whether written or oral.
15.2 Severability
If any provision of these Terms & Conditions is found to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable.
15.3 No Waiver
Failure of either party to enforce any provision of these Terms & Conditions shall not be deemed a waiver of the right to enforce that provision in the future.
15.4 Assignment
The Client may not assign or transfer any rights or obligations under these Terms & Conditions without the prior written consent of the Agency.
15.5 Notices
Any notices required under these Terms & Conditions must be in writing and delivered via email or registered mail to the respective parties at their last known addresses.
