Prysmos Terms and Conditions of Service

1. Ownership and Usage
1.1 Copyright Ownership
1.1.1 All copyright and intellectual property rights in any footage, photographs, video content, designs, graphics, website assets, and other materials created by the Service Provider shall remain the sole property of the Service Provider unless otherwise agreed in writing.

1.1.2 The Service Provider grants the Client a non-exclusive, worldwide, perpetual, royalty-free licence to use, reproduce, publish, and display the delivered materials for the Client’s business purposes, including but not limited to use on social media platforms, the Client’s website, and in advertising and promotional materials.

1.1.3 The Client shall not resell, sublicense, or otherwise distribute the materials to third parties for commercial gain without prior written consent from the Service Provider.

1.2 Rights to Promotion
1.2.1 The Service Provider reserves the unrestricted right to use, reproduce, publish, and display the Works (including excerpts of raw or final footage) for self-promotional purposes. This includes, but is not limited to, use on websites, social media platforms, portfolios, showreels, advertising, and industry competitions, unless otherwise agreed in writing.

1.3 Raw Footage Policy
1.3.1 Unless expressly agreed in writing, raw footage and unedited materials remain the property of the Service Provider and are not included in the final deliverables.

1.3.2 Release or licensing of raw footage, where available, may be provided at the Service Provider’s discretion and will be subject to additional fees and specific usage terms.

1.4 Creative Control
1.4.1 Creative control is exercised within the agreed brief and brand guidelines provided by the Client.

1.4.2 The Service Provider retains full creative control over the style, editing, structure, and final output of the Works. The Client acknowledges that they have reviewed the Service Provider’s portfolio and agree to allow reasonable creative discretion.

1.4.3 Reasonable revisions may be included as outlined in the Contract of Services and Scope of Work (herein referred to as the agreement); however, requests that significantly alter the agreed creative direction or require substantial reworking may be subject to additional fees.

2. Completed Work Revisions
2.1 Fixed Revision
2.1.1 The Service Provider includes up to two (2) rounds of revisions within the agreed project fee. A “revision round” is defined as a single, consolidated list of changes submitted by the Client at one (1) time.
2.1.1.1 Minor Revisions (included within the fixed revision rounds) refer to small adjustments that do not alter the overall concept, such as:
• Text or copy changes
• Colour or styling tweaks
• Minor timing or sequencing edits (video)

2.1.1.2 Major Revisions (not included within the fixed revision rounds) refer to changes that significantly alter the agreed scope or creative direction, including but not limited to:
• Changes to concept, structure, or storyline
• Requests requiring substantial re-editing or re-design
• Additional content creation (e.g. new footage, graphics)
• Changes inconsistent with the original brief or previously approved work

2.1.2 Major revisions may be treated as additional work and charged accordingly.

2.2 Additional Revisions
2.2.1 Any revisions beyond the two (2) included rounds, or any revisions deemed to be “major,” will be charged at the Service Provider’s standard hourly rate documented in section 4.6 of the agreement, or at a separately agreed fee.
2.2.2 The Service Provider will notify the Client and obtain written approval before proceeding with any chargeable revisions.
2.2.3 All revision requests must be submitted in writing and, where possible, consolidated into a single request per revision round.

2.3 Work Approvals
2.3.1 For projects involving multiple deliverables (including but not limited to photography, videography, or website design), the Service Provider may provide an initial selection of completed work (e.g. sample photos, video segments, or webpage elements) for review.
The Client agrees to:
• Review the initial work provided;
• Provide consolidated feedback; and
• Confirm approval in writing before the Service Provider proceeds with the remaining work.

2.3.2 Once written approval has been given for the initial direction, it shall be deemed accepted as the agreed creative standard for the remainder of the project.

2.3.3 Any subsequent changes that deviate from the approved direction may be treated as additional revisions and charged accordingly.

2.3.4 If feedback is not received within 3 business days, the work will be deemed approved.

2.4 Schedules and Deadlines
2.4.3 The Client acknowledges that delivery timelines may be influenced by factors including, but not limited to, filming and subject availability, approval delays, revision cycles, and the timely provision of required materials or feedback. Any such delays may result in adjustments to the publishing schedule.

2.4.4 The Service Provider will use reasonable efforts to ensure that all monthly content is delivered and scheduled within the agreed monthly cycle. However, exact posting dates are not guaranteed unless explicitly agreed in writing as fixed deadlines.

2.4.5 The Service Provider does not guarantee any specific results, including but not limited to engagement, reach, follower growth, or revenue outcomes.

3. Services and Fees
3.1 Additional Services and Fees Breakdown
3.1.1 The monthly fee covers only the services expressly outlined in the Agreement. Any work, services, or deliverables requested by the Client that fall outside of the agreed monthly scope shall be treated as additional services and charged separately.

3.1.2 Additional services may include, but are not limited to:
• Extra filming days or locations
• Additional long-form or short-form video content beyond the agreed monthly allocation
• Extended editing, re-edits, or revisions beyond the included revision rounds
• Additional social media management time beyond the allocated hours
• Strategy, consultancy, or analytics reporting outside of standard delivery
• Rush delivery or expedited turnaround requests
• Third-party costs, licenses, travel, or production expenses not included in the base fee

3.1.3 Where additional services are required, the Service Provider will provide a written estimate or confirmation of costs prior to commencement. No additional work will be undertaken without the Client’s prior written approval.
Additional work will be charged at either:
• The Service Provider’s standard hourly rates of: £45 per hour for website/design, £100 per hour for content creation, £45 per hour for social media management, £35 per hour for consulting; or
• A fixed project rate agreed in writing before work begins.

3.1.4 All additional services shall be invoiced separately and are payable in accordance with the payment terms set out in the Agreement

3.2 Late Fees
3.2.1 All invoices are payable within 7 days of the invoice date unless otherwise agreed in writing.

3.2.2 Any payments not received by the due date may incur a late fee of statutory interest in accordance with applicable UK regulations.

3.2.3 The Service Provider reserves the right to suspend ongoing work, withhold delivery of completed work, or revoke usage rights until full payment (including any late fees) has been received.

3.2.4 The Client shall be responsible for any reasonable costs incurred in recovering overdue payments.

3.3 Reimbursement Expenses
3.3.1 The Client agrees to reimburse the Service Provider for any pre-approved, project-related expenses incurred in the delivery of services. These may include, but are not limited to:
• Travel and accommodation
• Location hire fees
• Equipment rental
• Third-party services (e.g. assistants, stylists, developers, or licensing fees)

3.3.2 All such expenses will either be:
• Agreed in advance in writing; or
• Itemised and invoiced separately with reasonable supporting documentation.

3.4 Rescheduling
3.4.1 Requests to reschedule must be made in writing and are subject to availability. The Service Provider will make reasonable efforts to accommodate such requests; however, rescheduling within 7 days of a confirmed booking may be treated as a cancellation.

3.4.2 Any additional costs incurred as a result of rescheduling (including but not limited to location fees, travel, or third-party bookings) shall be borne by the Client.

4. Working Conditions
4.1 Safe Working Conditions
4.1.1 The Service Provider is committed to carrying out all work in a safe, professional, and responsible manner in accordance with applicable health and safety laws and industry best practices within the United Kingdom.

4.1.2 The Client agrees to take reasonable steps to ensure that all locations, environments, and premises where the Services are to be performed are safe, legally compliant, and free from avoidable hazards. This includes ensuring adequate access, lighting, electrical safety, and any required permissions or permits for filming, photography, or on-site work.

4.1.3 The Service Provider reserves the right to refuse, pause, or discontinue work at any location or situation that is deemed unsafe, unlawful, or potentially hazardous to health, equipment, or personnel. In such circumstances, any resulting delays or additional costs (including rescheduling, travel, or equipment loss/damage) shall be the responsibility of the Client unless otherwise agreed in writing.

4.1.4 The Client shall be responsible for informing the Service Provider of any known risks, restrictions, or hazards associated with a location or project prior to commencement of work.

4.1.5 Neither party shall be held liable for delays or failure to perform obligations arising from circumstances where safe working conditions cannot reasonably be maintained.

4.2 Permits and Access
4.2.1 The Client is responsible for ensuring that all necessary permissions, permits, consents, and authorisations are obtained prior to the commencement of any work. This includes, but is not limited to, location access permissions, property owner consent, public filming permits, drone permissions (where applicable), and any other legal or regulatory requirements required for the performance of the Services.

4.2.2 The Client shall ensure that the Service Provider and any authorised personnel are granted timely and appropriate access to all agreed locations, systems, platforms, subjects or materials required to carry out the Services effectively. Delays or restrictions in access may result in rescheduling, extended timelines, or additional costs.

4.2.3 The Service Provider shall not be held liable for any delays, cancellations, fines, penalties, or inability to perform the Services arising from the Client’s failure to secure the necessary permits or access rights.

4.2.4 Where the Service Provider is required to obtain permits or special permissions on behalf of the Client, this must be agreed in writing in advance and any associated costs shall be borne by the Client unless otherwise stated.

4.2.5 The Service Provider reserves the right to refuse or discontinue work where proper permissions or lawful access cannot be evidenced or reasonably verified.

5. Liability

5.1 Force Majeure
5.1.1 Neither party shall be liable for failure to perform its obligations where such failure is due to events beyond reasonable control, including but not limited to acts of God, illness, government restrictions, or equipment failure. In such cases, both parties will make reasonable efforts to reschedule the services.

5.2 Loss of Footage
5.2.1 The Service Provider will take all reasonable care to capture, handle, store, and back up all footage and digital assets in accordance with industry-standard practices. However, the Client acknowledges that absolute protection against loss, damage, or corruption of files cannot be guaranteed.

5.2.2 In the unlikely event of loss, damage, theft, or corruption of footage or digital files due to circumstances beyond the Service Provider’s reasonable control (including but not limited to equipment failure, storage media failure, cyber incidents, or accidental deletion), the Service Provider’s liability shall be limited to either:
• A reasonable attempt to reshoot the affected material where feasible; or
• A refund of the fees paid specifically for the affected portion of the Services.

5.2.3 The Service Provider shall not be liable for any indirect, consequential, or financial losses arising from such loss of footage, including but not limited to loss of business, revenue, or reputation.

5.3 Liability
5.3.1 The Service Provider’s total aggregate liability under the Agreement shall not exceed the total fees paid by the Client in the preceding 3 months.

5.3.2 Nothing in the Agreement shall exclude liability for death, personal injury, or fraud.

5.3.3 This limitation applies to all claims arising under or in connection with the Agreement, whether in contract, tort (including negligence), or otherwise.

6. Legal
6.1 Independent Contractor Status
6.1.1 The Service Provider is engaged as an independent contractor and nothing in the Agreement shall be construed as creating a partnership, joint venture, employment relationship, or agency between the parties.

6.1.2 The Service Provider shall retain full control over the manner, method, and means by which the Services are performed, including the use of tools, equipment, personnel, and working practices, provided that the agreed deliverables and deadlines are met.

6.1.3 The Service Provider is responsible for all taxes, National Insurance contributions, and any other statutory obligations arising from payments received under the Agreement. The Client shall not be responsible for any employment-related taxes or benefits in relation to the Service Provider.

6.1.4 The Service Provider is free to provide services to other clients, including competitors of the Client, provided that such work does not create a conflict of interest or breach confidentiality obligations under the Agreement.

6.1.5 Nothing in the Agreement shall entitle either party to bind the other, incur liabilities on behalf of the other, or represent the other in any capacity without prior written consent.

6.2 Confidentiality
6.2.1 Both parties agree to keep strictly confidential and not disclose to any third party any confidential or proprietary information received from the other party in connection with the Agreement, except where required for the performance of the Services or as required by law.

6.2.2 “Confidential Information” includes, but is not limited to, business plans, pricing, strategies, client data, personal data, creative concepts, unpublished materials, technical processes, and any other information that would reasonably be considered confidential.

6.2.3 The Service Provider agrees not to use the Client’s Confidential Information for any purpose other than the provision of the agreed Services. Likewise, the Client agrees not to disclose any proprietary methods, pricing structures, or non-public operational details of the Service Provider.

6.2.4 This obligation of confidentiality shall not apply to information that:
• Is or becomes publicly available through no fault of the receiving party;
• Was lawfully known to the receiving party prior to disclosure;
• Is independently developed without reference to the Confidential Information; or
• Is required to be disclosed by law or a regulatory authority.

6.2.5 The Service Provider may, unless otherwise agreed in writing, use general details of the project for portfolio and promotional purposes, provided that no sensitive or confidential information is disclosed.

6.2.6 This confidentiality obligation shall survive the termination or completion of the Agreement for a period of 3 years, or indefinitely where trade secrets are involved.

6.3 Indemnification Clause
6.3.1 The Client agrees to indemnify, defend, and hold harmless the Service Provider from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
• Any materials, content, data, or instructions supplied by the Client;
• Any allegation that such materials infringe the intellectual property rights, privacy rights, or other rights of any third party;
• The Client’s misuse of the delivered Works or use of the Works outside the scope of the licence granted under the Agreement;
• Any breach of the Agreement by the Client.

6.3.2 The Service Provider shall have no liability for any claims arising from content that has been approved by the Client in writing, or where the Client has directed the inclusion or use of specific materials.

6.3.3 The Service Provider agrees to be responsible only for losses arising directly from proven negligence or wilful misconduct in the performance of the Services, and shall not be liable for any indirect, consequential, or special damages, including loss of profit, revenue, or business opportunity.

6.3.4 This indemnity shall survive the termination or completion of the Agreement.

6.3.5 The Service Provider is not required to hold professional indemnity insurance unless otherwise agreed.

6.3.6 The Client is solely responsible for ensuring all content complies with advertising standards, laws, and platform policies.

6.4 Governing Laws
6.4.1 The Agreement constitutes the entire understanding between the Client and the Service Provider and supersedes all prior discussions, negotiations, representations, or agreements, whether written or oral, relating to its subject matter.

6.4.2 Each party acknowledges that in entering into the Agreement it has not relied on any statement, representation, assurance, or warranty not expressly set out in the agreement.

6.4.3 No amendment or variation of the Agreement shall be effective unless it is made in writing and signed (or otherwise formally agreed in writing, including by email) by both parties.

6.4.4 If any provision of the Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

6.5 Data Protection and GDPR
6.5.1 Both parties agree to comply with all applicable data protection and privacy legislation in the United Kingdom, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

6.5.2 For the purposes of the Agreement, the Client shall be the “Data Controller” and the Service Provider shall be the “Data Processor” where the Service Provider processes personal data on behalf of the Client.

6.5.3 The Service Provider shall:
• Process personal data only on documented instructions from the Client, unless required to do otherwise by law;
• Take appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing, loss, destruction, or damage;
• Notify the Client without undue delay upon becoming aware of any personal data breach affecting the Client’s data;
• Assist the Client, where reasonably required, in responding to data subject requests or regulatory obligations.

6.5.4 The Client shall:
• Ensure that it has all necessary rights, lawful bases, and permissions to provide personal data to the Service Provider for processing;
• Be responsible for the accuracy, quality, and legality of the personal data supplied;
• Ensure that any content, data, or materials provided comply with all applicable laws, including data protection and privacy regulations.

6.5.5 The Service Provider shall not be responsible for any claims, liabilities, or losses arising from the Client’s failure to comply with data protection laws or from unlawful instructions given by the Client.

6.5.6 The Service Provider may use third-party tools, platforms, or cloud storage providers (including but not limited to social media platforms, file storage services, and editing tools) in the delivery of the Services. The Client acknowledges that such third parties may process data outside of the Service Provider’s direct control. The Service Provider will take reasonable steps to use reputable providers but shall not be liable for acts or omissions of such third parties.

6.5.7 Upon termination of the Agreement, the Service Provider shall, upon written request, delete or return personal data held on behalf of the Client, unless retention is required by law or for legitimate business purposes.

6.5.8 Nothing in the Agreement shall require the Service Provider to process personal data in a manner that would place it in breach of applicable data protection laws.

6.5.9 The Client acknowledges that the Service Provider does not provide legal or compliance advice in relation to data protection.

6.6 Assignment Clause
6.6.1 The Client may not assign or transfer the Agreement without prior written consent from the Service Provider.

7. Termination of Contract
7.1 Termination for Breach
Either party may terminate the Agreement immediately by written notice if the other party commits a material breach of the Agreement and fails to remedy such breach within ten (10) days of receiving written notice requiring it to do so.

7.2 Early Termination
7.2.1 Either party may terminate the Agreement by providing 30 days’ written notice. Where the Client terminates before the end of an agreed minimum term, the early termination fees in clause 8.2.2 shall apply.

7.2.2 In the event that the Client terminates the Agreement prior to completion of the agreed services, the Client shall be liable to pay an early termination fee. This fee shall include:
a) payment for all work completed up to the date of termination; and
b) a cancellation fee equal to 50% of the remaining balance of the Agreement.

7.2.3 Any deposits paid shall be non-refundable.

7.2.4 If the Service Provider terminates the Agreement without cause, the Client shall only be liable for payment for work completed up to the date of termination, and no cancellation fee shall apply.

7.3 Effect of Termination
7.3.1 Upon termination of the Agreement:
• All outstanding invoices become immediately payable;
• Any licences granted for use of Work shall be subject to full payment being received;
• The Service Provider shall have no further obligation to continue Services, except where otherwise agreed in writing.

7.4 Surviving Clauses
7.4.1 Any provisions which by their nature are intended to survive termination (including but not limited to confidentiality, copyright, indemnity, and payment obligations) shall remain in full force and effect.