Effective Date: [Insert Effective Date]
1. Introduction and Acceptance of Terms
These Terms of Service (the "Terms") govern your access to and use of the services provided by Northstar FrameWorks Media Studio Ltd, a media-creation studio operating from Northstar FrameWorks, 18 Redcliffe Road, MediaCityUK, Salford, M50 2QD, United Kingdom (the "Company", "we", "us", or "our").
By engaging our services, requesting a quote, signing a proposal or statement of work, paying an invoice, attending a shoot, delivering materials to us, or otherwise using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not use our services.
If services are provided under a separate written agreement, proposal, statement of work, or production schedule, that document will apply in addition to these Terms. If there is any conflict, the signed written agreement or statement of work will prevail to the extent of the conflict.
2. Scope of Services
Northstar FrameWorks Media Studio Ltd provides media production and creative services, which may include, without limitation:
- Brand video production;
- Social media content creation;
- Motion graphics and animation;
- Photography and visual content shoots; and
- Podcast recording and editing.
Service details, deliverables, timelines, usage rights, revision limits, and production specifications will be set out in a quotation, proposal, statement of work, or project brief approved by the client (the "Client").
We may decline, suspend, or terminate any project request at our discretion where the requested content is unlawful, unsafe, defamatory, misleading, discriminatory, infringing, or otherwise inconsistent with our policies or professional standards.
3. User Obligations and Responsibilities
The Client agrees to:
- Provide accurate, complete, and timely information necessary for us to perform the services;
- Obtain all permissions, releases, licences, consents, and approvals required for materials supplied by the Client or for the intended use of deliverables, unless otherwise agreed in writing;
- Ensure that all materials provided to us do not infringe the rights of any third party and are not unlawful, offensive, defamatory, or otherwise objectionable;
- Respond promptly to requests for feedback, approvals, access, and information necessary to meet production schedules;
- Arrange access to filming locations, talent, equipment, and facilities where required, unless we have expressly agreed to arrange them;
- Ensure that any talent, speakers, participants, employees, contractors, or guests attending shoots or recordings are available at agreed times and comply with applicable health, safety, and site rules; and
- Not interfere with, misuse, reverse engineer, or attempt to access any of our systems, templates, editing workflows, or proprietary materials except as expressly permitted.
The Client is responsible for reviewing all deliverables before publication or distribution. Approval of any deliverable constitutes acceptance of the content, style, accuracy, and technical quality, subject only to any express warranty set out in a signed agreement.
If the Client fails to provide required information, approvals, or access on time, any resulting delay, rescheduling, or additional cost will be the Client's responsibility.
4. Payment Terms and Conditions
Fees for services will be set out in our quotation, proposal, or statement of work. Unless otherwise agreed in writing:
- A deposit or advance payment may be required before work begins;
- Invoices are payable within the period stated on the invoice, and if no period is stated, within 14 days of issue;
- All fees are exclusive of VAT and other applicable taxes unless stated otherwise;
- Any third-party expenses, production costs, location fees, licensing fees, travel, accommodation, catering, talent fees, equipment hire, or other out-of-pocket costs approved by the Client will be charged in addition to our fees;
- Rush fees, overtime charges, re-shoots, re-recordings, extra revisions, and major scope changes may be charged separately;
- We may suspend work if any invoice remains unpaid after its due date;
- Late payments may incur interest and reasonable recovery costs to the extent permitted by law.
Unless otherwise stated, all payments must be made in cleared funds by bank transfer or another method approved by us. We are not required to release final deliverables, source files, or project assets until all amounts due have been paid in full.
Any quotation is based on the scope of services described at the time of issue and may be revised if the Client changes requirements or if additional work becomes necessary.
5. Cancellation and Refund Policy
The Client may request cancellation or postponement of a project by written notice. Cancellation terms will depend on the stage of production and any non-recoverable costs already incurred.
- Deposits are generally non-refundable unless otherwise required by law or expressly stated in writing;
- Work completed up to the date of cancellation must be paid for in full;
- Any third-party commitments, booked talent, equipment, studio hire, travel, or other expenses incurred or committed on the Client's behalf are non-cancellable and non-refundable to the extent permitted by law;
- If a project is rescheduled, additional fees may apply to cover lost bookings, reallocation of resources, or increased production costs;
- Refunds are not provided for subjective dissatisfaction where the deliverables materially conform to the approved brief, except where required by law or expressly agreed in writing.
If we must cancel a project due to illness, equipment failure, safety concerns, non-cooperation, unlawful instructions, or circumstances beyond our control, we will use reasonable efforts to reschedule or provide a suitable alternative. Our liability in such cases will be limited as set out in these Terms.
6. Liability Limitations
Nothing in these Terms excludes or limits liability where such exclusion or limitation would be unlawful, including liability for fraud, fraudulent misrepresentation, death, or personal injury caused by negligence.
Subject to the foregoing, and to the maximum extent permitted by law:
- We provide our services on an "as is" and "as available" basis, subject to any express written commitments;
- We do not guarantee any particular business outcome, marketing result, audience engagement, commercial success, or platform performance arising from the use of our deliverables;
- We are not responsible for delays, errors, or losses caused by the Client, third parties, platform changes, technical failures, internet outages, social media algorithms, or inaccurate information supplied by the Client;
- We shall not be liable for indirect, incidental, special, consequential, punitive, or exemplary losses, including loss of profit, loss of revenue, loss of goodwill, loss of data, or business interruption;
- Our total aggregate liability arising out of or in connection with the services shall not exceed the total fees actually paid to us by the Client for the specific project giving rise to the claim, except where a lower limit is required by law or otherwise agreed in writing.
The Client is responsible for maintaining backup copies of all content, files, recordings, and materials supplied to or received from us. We are not liable for loss or corruption of data except to the extent caused by our proven gross negligence or willful misconduct where liability cannot lawfully be excluded.
7. Intellectual Property Rights
Unless otherwise agreed in a signed written agreement:
- We retain ownership of all pre-existing intellectual property, tools, workflows, templates, project files, source materials, editing structures, techniques, know-how, and creative methods used in the provision of our services;
- Upon full payment of all amounts due, the Client is granted the usage rights or licence expressly described in the project agreement for the final deliverables only;
- Source files, raw footage, unedited photography, project files, working files, and drafts remain our property unless we agree otherwise in writing;
- We may retain copies of deliverables and project materials for archival, backup, portfolio, promotional, evidential, and quality-control purposes, subject to applicable law and any agreed confidentiality obligations;
- The Client warrants that any materials it provides to us may be lawfully used by us for the purposes of performing the services;
- Unless the Client objects in writing, we may display completed work, behind-the-scenes content, stills, excerpts, and the Client's name and logo in our portfolio, website, pitch materials, and social media channels for marketing purposes, subject to any agreed confidentiality restrictions.
Any transfer of copyright or broader assignment of rights must be expressly stated in a signed written agreement and will not be implied by these Terms.
8. Data Protection and Privacy
We may collect, use, store, and process personal data in connection with enquiries, contracting, invoicing, project management, production, and delivery of services. We will handle personal data in accordance with applicable data protection laws and our privacy practices.
Where we process personal data on behalf of a Client, the Client is responsible for ensuring it has a lawful basis to share such data with us and for providing any required notices, consents, or information to data subjects. The Client shall not instruct us to process personal data in a way that would violate applicable law.
We may process personal data relating to:
- Client contacts and representatives;
- Talent, presenters, guests, subjects, and participants in photo, video, or podcast productions;
- Website visitors and service users;
- Billing and payment records; and
- Communications and project files relevant to the services.
We will take reasonable technical and organisational measures to protect personal data. However, no system is completely secure, and we cannot guarantee absolute security.
For privacy enquiries, please contact us using the details in Section 12.
9. Force Majeure
We shall not be liable for any delay, failure, or inability to perform any obligation under these Terms where such delay or failure is caused by events beyond our reasonable control, including but not limited to:
- Fire, flood, storm, earthquake, or other natural disasters;
- War, terrorism, civil unrest, strike, labour dispute, or government action;
- Power failure, internet disruption, telecommunications failure, or equipment breakdown;
- Pandemic, epidemic, quarantine, public health restriction, or travel limitation;
- Illness or incapacity of key personnel;
- Failure of suppliers, venues, platforms, or third-party service providers; and
- Any similar event outside our reasonable control.
Where a force majeure event occurs, we will use reasonable efforts to mitigate its effects and resume performance as soon as reasonably practicable. If the event continues for a prolonged period, either party may request suspension, rescheduling, or termination of the affected services on fair and reasonable terms.
10. Changes to Terms
We may update or modify these Terms from time to time to reflect changes in our services, business practices, or legal requirements. The revised Terms will take effect from the date stated at the top of the document or on our website, as applicable.
If you continue to use our services after updated Terms are published or communicated to you, you will be deemed to have accepted the revised Terms. If you do not agree to any change, you must stop using our services and notify us in writing if there is an active project.
Any change to a specific project scope, fee, timeline, or deliverable must be agreed in writing by both parties and will not be effective unless documented in an updated proposal, statement of work, or change order.
11. Applicable Law and Jurisdiction
These Terms, and any dispute or claim arising out of or in connection with them, their subject matter, or their formation, shall be governed by and construed in accordance with the laws applicable in England and Wales, unless mandatory law requires otherwise.
The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms, subject to any non-excludable legal rights available to consumers or other protected persons under applicable law.
12. Contact Information
If you have any questions, complaints, or requests regarding these Terms or our services, you may contact Northstar FrameWorks Media Studio Ltd using the details below:
- Address: Northstar FrameWorks, 18 Redcliffe Road, MediaCityUK, Salford, M50 2QD, United Kingdom
- Email: [email protected]
- Phone: +44 161 874 5927
We will use reasonable efforts to respond to enquiries within a reasonable time.
13. Severability Clause
If any provision of these Terms is found by a court or competent authority to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable, or, if such modification is not possible, it shall be severed from these Terms.
The remaining provisions shall continue in full force and effect. Any invalid or unenforceable provision shall not affect the validity or enforceability of the rest of these Terms.
Entire Agreement: These Terms, together with any written proposal, statement of work, or signed agreement, constitute the entire agreement between the parties regarding the services and supersede prior discussions or understandings on the same subject matter, to the extent permitted by law.
No Waiver: Our failure or delay in enforcing any provision of these Terms shall not constitute a waiver of that provision or any other right.
Assignment: The Client may not assign or transfer its rights or obligations under these Terms without our prior written consent. We may assign or subcontract our obligations where reasonably necessary for service delivery, provided this does not materially reduce the Client's rights under any applicable agreement.