Cinessence Studio - Terms & Conditions for Colour Grading Services

Version: 1.2

These Terms & Conditions ("Terms") apply to colour grading and related post-production services provided by Nicholas Warren trading as Cinessence Studio ("Cinessence Studio", "I", "me" or "the Colourist") to the person or organisation commissioning those services ("Client", "you" or "your").

A specific project may also be subject to a written quotation, estimate, booking confirmation, project specification or other written agreement issued by Cinessence Studio ("Project Confirmation"). The Project Confirmation and these Terms together form the agreement between the parties ("the Agreement").

Where there is a conflict between these Terms and a Project Confirmation, the Project Confirmation shall take precedence in relation to the specific project.

These Terms are intended for business-to-business transactions. Cinessence Studio does not currently contract directly with consumers under these Terms.

1. The Services

1.1

Cinessence Studio provides professional colour grading and related image finishing services, primarily on a remote basis.

The precise services to be provided will be set out in the relevant Project Confirmation.

Depending on the project, Services may include:

• technical colour correction and balancing;
• shot-to-shot and scene-to-scene matching;
• creative colour grading;
• look development;
• development and application of show or project LUTs;
• grading of narrative, commercial, music, performance, wedding and other moving-image projects;
• preparation of agreed final colour-managed deliverables; and
• other services specifically agreed in writing.

1.2

The Project Confirmation will define the scope of the particular Project. Services not expressly included within that scope are not included in the quoted fee.

1.3

Cinessence Studio will perform the Services with reasonable care and skill and in accordance with the agreed Project Confirmation.

1.4

Unless expressly agreed otherwise, colour grading does not include:

• editing or editorial changes;
• conforming or reconforming an edit;
• VFX or compositing;
• object removal or replacement;
• beauty or cosmetic retouching;
• image restoration;
• extensive tracking or roto work;
• extensive noise reduction or image repair;
• motion graphics;
• title design;
• audio work;
• mastering to technical specifications not included in the Project Confirmation;
• creation of alternative versions or aspect ratios; or
• any other substantial post-production work outside the normal scope of colour grading.

Where such work is requested, Cinessence Studio may quote for it separately or, with the Client's agreement, charge for it at the applicable additional-work rate.

2. Project Confirmation and Scope

2.1

Before work begins, Cinessence Studio will normally provide the Client with a Project Confirmation specifying, where applicable:

• the Project;
• the agreed Scope of work;
• the fee;
• proposed grading dates;
• agreed Deliverables;
• included review or revision rounds;
• required Client materials;
• any agreed look-development process;
• payment terms; and
• any project-specific conditions.

2.2

The Project Confirmation represents the agreed Scope of the Services.

Cinessence Studio is not obliged to undertake additional work simply because it relates to the same Project.

2.3

If the Scope changes after work has commenced, the change may constitute a Scope Adjustment.

Cinessence Studio will reasonably assess whether a requested change, additional requirement or circumstance falls within the agreed Scope or constitutes a Scope Adjustment. The Client's view as to whether a matter constitutes a Scope Adjustment will not determine the matter.

Examples include:

• a significant change to the edit;
• additional shots or sequences;
• additional Deliverables;
• additional versions or aspect ratios;
• HDR or alternative colour-space Deliverables not originally agreed;
• substantial regrading of previously approved material;
• new creative direction;
• additional rounds of revisions;
• replacing or re-conforming source material; or
• work required as a result of incomplete, incorrect or changed Client materials.

2.4 Scope Adjustments

Where Cinessence Studio reasonably determines that a requested change or additional requirement constitutes a Scope Adjustment, Cinessence Studio will provide the Client with details of the proposed adjustment, including any applicable additional fees and/or changes to the schedule, and will specify a deadline by which the Client must approve or reject the adjustment.

Cinessence Studio will not be required to commence work relating to the Scope Adjustment until the Client has provided written approval.

If the Client does not provide approval by the stated deadline, Cinessence Studio may release any grading time or other resources provisionally reserved for the Scope Adjustment and may revise the proposed schedule, delivery date and availability accordingly. Any resulting costs or additional charges arising from the delay or rescheduling may be charged to the Client.

Approval of a Scope Adjustment does not require Cinessence Studio to accept a revised schedule or deadline proposed by the Client. Any revised schedule will only become binding once agreed in writing.

3. Client Materials and Project Preparation

3.1

The Client is responsible for supplying all materials reasonably required to perform the Services.

Depending on the Project, these may include:

• the approved picture edit;
• original camera media or suitable grading media;
• reference video;
• EDL, XML, AAF, Resolve project or other conform information;
• VFX shots and/or VFX reference material;
• camera and lens information;
• existing LUTs or colour transforms;
• look references;
• still references;
• technical delivery specifications; and
• any other information reasonably required for the Project.

3.2

The Client is responsible for ensuring that supplied materials are complete, accurate and suitable for the agreed workflow.

3.3

Where supplied material is incomplete, technically unsuitable, incorrectly conformed or materially different from the material described when the quotation was prepared, Cinessence Studio may need to undertake additional work.

Such work may be treated as a Scope Adjustment where it falls outside the agreed Scope.

3.4

The Client remains responsible for retaining its own copies of all original media, project files, masters and other important materials.

Cinessence Studio's possession of Client materials does not constitute a substitute for the Client maintaining its own backups.

4. Picture Lock, Project Preparation and Editorial Changes

4.1

Unless otherwise agreed, the grading process assumes that the supplied edit, conform and other required project materials are sufficiently complete, accurate and suitable for grading.

4.2

Grading will be considered to have commenced when Cinessence Studio begins substantive grading or look-development work on the Project following receipt and initial assessment of the required Client materials.

4.3

Where the Client is responsible for conforming, preparing or supplying project materials, the Client remains responsible for ensuring that those materials are complete, accurate and suitable for the agreed workflow. If supplied materials are incomplete, incorrect, technically unsuitable or require correction before the Services can proceed, Cinessence Studio may require the Client to correct or replace the relevant materials.

4.4

Where Cinessence Studio is required to undertake additional conforming, preparation, technical correction, reprocessing or other work as a result of incomplete, incorrect, unsuitable or changed Client materials, such work may constitute a Scope Adjustment or other Additional Work and may be subject to additional fees and/or changes to the agreed schedule.

4.5

Any delay arising from the Client's failure to provide complete, accurate and suitable materials, or from the need to correct or replace such materials, may affect the agreed schedule, availability of grading time and delivery date.

4.6

Once grading has commenced, changes to the editorial cut may require additional conforming, regrading or other work.

4.7

If the Client supplies a revised edit after grading has commenced, Cinessence Studio will assess the additional work required. Where that work falls outside the agreed Scope, it may constitute a Scope Adjustment.

4.8

The Client acknowledges that significant editorial changes made after grading has commenced may affect the agreed schedule, availability of grading time and delivery date.

5. Look Development and Creative Direction

5.1

Where look development forms part of the Services, Cinessence Studio will work with the Client to establish the agreed creative direction for the Project.

5.2

The Client is responsible for communicating its creative intentions and providing any relevant references or information reasonably required for the development of the look.

5.3 Reference Images and Creative References

Where the Client provides reference images, films, stills or other visual material, these references are intended to communicate aspects of the desired aesthetic, mood, colour, contrast, texture, tonal relationships or other visual qualities.

Cinessence Studio will use these qualities as creative inspiration when developing the grade for the Project; the reference itself is not treated as a target grade to be replicated.

A direct or exact visual match to a reference is neither expected nor necessarily achievable. The photography of the Project is inherently different from that of the reference, and differences in camera, lenses, exposure, lighting, production design, wardrobe, locations, atmospheric conditions, post-production and other aspects of production will affect the resulting image. A reference may therefore inform the creative direction of the grade without producing an identical visual result.

5.4

Cinessence Studio will exercise professional creative judgement in interpreting references and applying an appropriate aesthetic to the actual photography of the Project.

6. Show LUT Development

6.1

Where show LUT development is included in the Services, the LUT will be developed as part of the agreed grading and look-development workflow.

6.2

A show LUT is intended to communicate and support an agreed creative direction across the relevant production workflow. It does not replace the final grading process.

6.3

Where a show LUT is created using Cinessence Studio's proprietary workflow, tools or methodology, the Client must also commission Cinessence Studio to undertake the grading of the associated production to which that LUT relates, unless expressly agreed otherwise in writing.

6.4

The use of a show LUT does not transfer ownership of Cinessence Studio's underlying construction methods, grading methodology, tools or intellectual property.

6.5

A show LUT supplied by Cinessence Studio is for the specific Project and agreed production workflow unless broader use is expressly agreed in writing.

6.6

Cinessence Studio does not warrant that a show LUT will produce identical results across all cameras, lenses, exposures, lighting conditions, monitoring environments or other production variables.

7. Review, Revisions and Client Approval

7.1

The Project Confirmation will specify the review and revision process applicable to the Project, including any included revision rounds.

7.2

The Client is responsible for providing clear and consolidated revision notes.

7.3

Revision notes should identify the relevant shot, sequence or timecode and clearly describe the requested change wherever reasonably possible.

7.4

Unless otherwise specified in the Project Confirmation, the Client must provide consolidated revision notes within [3 working days] of receiving the relevant review material.

7.5

Cinessence Studio will use reasonable efforts to accommodate revision requests within the agreed schedule.

7.6

Where the Client does not provide revision notes within the applicable review period, Cinessence Studio may release any grading time reserved for the Project and reschedule the remaining work subject to availability. Reasonable costs resulting from such rescheduling may be charged to the Client.

Failure to provide revision notes within the review period does not constitute automatic approval of the Deliverables.

7.7 Changes Following Client Review

Where Client feedback or revision requests require work that falls outside the agreed Scope, including additional grading, substantial reworking of previously approved material, additional versions or other material changes to the agreed Deliverables, such work will constitute a Scope Adjustment and may be subject to additional fees and/or changes to the agreed schedule.

Cinessence Studio will notify the Client where it considers requested work to constitute a Scope Adjustment and, where reasonably practicable, obtain the Client's written approval before undertaking the additional work.

8. Remote Grading and Reference Viewing Environment

8.1

The Services may be performed remotely using professional grading and monitoring equipment.

8.2

Where the Client reviews work remotely, the Client's viewing environment may differ from the reference environment used by Cinessence Studio.

8.3

Cinessence Studio's professional reference display and controlled viewing environment will constitute the primary technical colour reference for the grading.

8.4

Differences in displays, operating systems, software, viewing environments, ambient lighting and other equipment may result in differences in the appearance of the graded image.

8.5

The Client is responsible for ensuring that any technical review or approval undertaken remotely is performed using an appropriate viewing environment where accurate colour assessment is required.

9. Image Characteristics and Creative Interpretation

9.1

Colour grading can enhance, balance and creatively interpret the available image but cannot recreate information that is not reasonably present in the source material.

9.2

The final appearance of an image may be affected by factors including, but not limited to:

• camera and sensor characteristics;
• lenses;
• exposure;
• lighting;
• photography and cinematography;
• production design;
• wardrobe;
• make-up and hair;
• dynamic range;
• compression;
• bit depth;
• chroma subsampling;
• noise;
• focus;
• VFX;
• source colour management;
• display characteristics; and
• other production or technical factors.

9.3

Cinessence Studio will use professional judgement when working within the limitations of the supplied material and the agreed creative direction.

9.4

Cinessence Studio does not guarantee that a desired visual result can be achieved where the source material or production conditions do not reasonably support it.

10. Deliverables and Scope Adjustments

10.1

The Deliverables included in the Services will be specified in the Project Confirmation.

10.2

Additional formats, resolutions, aspect ratios, HDR versions, colour-space versions, platform-specific masters or other Deliverables are not included unless expressly agreed.

10.3

A request for additional Deliverables or materially different output requirements may constitute a Scope Adjustment.

10.4

Where a Scope Adjustment is agreed, the applicable additional fee and revised schedule will be confirmed in writing before the additional work is undertaken.

11. Fees and Payment

11.1

Fees for the Services will be specified in the Project Confirmation or applicable quotation.

11.2

Unless otherwise agreed in writing, invoices are payable within 14 days of the invoice date.

11.3

Any early-payment discount or other payment incentive will only apply where expressly stated in the Project Confirmation or invoice.

11.4

Where additional work is required as a result of a Scope Adjustment, the applicable fee will be agreed with the Client before that additional work is undertaken wherever reasonably practicable.

11.5

Cinessence Studio may suspend or postpone Services where an invoice remains unpaid after its due date, subject to any applicable legal requirements.

Cinessence Studio may also revise the Project schedule where suspension or postponement affects booked grading time.

11.6 Disputed Invoices

If the Client disputes an invoice, the Client must notify Cinessence Studio in writing promptly and, where reasonably practicable, before the payment due date, identifying the specific amount or items disputed and the reason for the dispute.

The Client must pay any portion of the invoice that is not genuinely disputed by the due date.

The parties will seek to resolve any genuine invoice dispute promptly and in good faith. A dispute concerning part of an invoice does not entitle the Client to withhold payment of amounts that are not disputed.

11.7

Cinessence Studio reserves the right to claim any interest, compensation or reasonable debt-recovery costs available under applicable law in relation to late commercial payments.

12. Additional Work

12.1

Work outside the agreed Scope may be treated as a Scope Adjustment or other Additional Work and may be charged separately.

12.2

Additional work may arise from, among other things:

• changes to the edit;
• incomplete or unsuitable source material;
• additional conforming;
• additional grading;
• additional review or revision rounds;
• additional Deliverables;
• changes in creative direction;
• additional versions;
• technical problems with supplied material; or
• other circumstances requiring work outside the agreed Scope.

12.3

Where Cinessence Studio reasonably determines that additional work constitutes a Scope Adjustment, the provisions of Section 2.4 will apply. Where reasonably practicable, Cinessence Studio will notify the Client before undertaking other chargeable Additional Work and will agree the applicable fee or basis of charging.

12.4

Nothing in this section requires Cinessence Studio to undertake additional work that it does not agree to undertake.

13. Scheduling, Client Delays and Rescheduling

13.1

Cinessence Studio will use reasonable efforts to meet agreed grading dates and delivery dates.

13.2

The agreed schedule may be affected by:

• late delivery of Client materials;
• incomplete or incorrect materials;
• delayed feedback;
• delayed approvals;
• editorial changes;
• changes in creative direction;
• third-party services;
• technical failures outside Cinessence Studio's reasonable control; or
• other circumstances outside Cinessence Studio's reasonable control.

13.3

Where a Client delay materially affects the agreed schedule, Cinessence Studio may need to reschedule the Project.

13.4

Rescheduling may result in additional charges where it requires Cinessence Studio to release and subsequently re-book dedicated grading time or otherwise incurs a material loss of booked working time.

13.5

Cinessence Studio is not responsible for any loss, delay or additional cost incurred by the Client or any third party as a consequence of changes to the wider production or delivery schedule resulting from a Client delay, Scope Adjustment or other Client-requested change, subject to the limitations in Section 22.

14. Cancellation and Postponement

14.1

Once grading dates or periods have been specifically reserved for a Client, cancellation or postponement may result in a cancellation or rescheduling charge.

14.2

The applicable cancellation terms for a particular Project may be specified in the Project Confirmation.

14.3

Where no specific cancellation terms have been agreed, Cinessence Studio may charge for:

• work already undertaken;
• reasonable non-recoverable costs incurred as a result of the cancellation;
• resources specifically committed to the Project; and
• reasonable loss arising from grading time specifically reserved for the Client which cannot reasonably be rebooked.

14.4

Any cancellation or rescheduling charge will be reasonable and proportionate to the circumstances and will take account of the work already undertaken, resources committed and reasonable loss resulting from the cancellation or postponement.

15. Data, Storage and Archiving

15.1

The Client remains responsible for maintaining secure backups of all original media, project files, masters and other materials supplied to or produced by Cinessence Studio.

15.2

Cinessence Studio may retain project files and Client materials for operational, backup, security or administrative purposes during the course of the Project.

15.3

Unless otherwise agreed in writing, Cinessence Studio will retain project materials for [90 days] following final delivery of the Project.

15.4

During the applicable archive period, the Client may request retrieval of files or Deliverables that formed part of the original agreed Scope or any subsequently agreed Scope Adjustment.

Such retrieval will be provided as part of the Services during the archive period, subject to reasonable availability and the technical condition of the archived material.

15.5

Requests for files or materials outside the agreed Scope may constitute additional work and may be subject to additional charges.

15.6

The retention period is provided as a reasonable operational archive and does not constitute a guarantee that project materials will remain available for the duration of that period.

15.7

Cinessence Studio does not provide indefinite archival storage unless this has been specifically agreed.

15.8

After the applicable retention period, Cinessence Studio may permanently delete project materials without further notice to the Client.

15.9

Where project files have been deleted following the applicable retention period, any subsequent request to restore, retrieve or recreate the Project may be treated as a new service, may incur additional charges and may not be possible.

15.10

The Client remains responsible for maintaining its own long-term archive of all final Deliverables and source materials.

16. Security and Confidentiality

16.1

Cinessence Studio will take reasonable measures to protect Client materials and confidential information against unauthorised access, loss or disclosure.

16.2

Cinessence Studio will treat unreleased project material and confidential information supplied by the Client as confidential and will not knowingly disclose it to third parties except:

• where required to provide the Services;
• where authorised by the Client;
• where required by law; or
• where necessary to use an agreed third-party service or supplier.

16.3

The Client acknowledges that cloud storage, file-transfer services, communication platforms and other third-party services may form part of the remote grading workflow.

16.4

Where the Client has specific security or confidentiality requirements, these should be communicated before work begins and may be subject to additional requirements or charges.

17. Data Protection

17.1

Both parties will comply with applicable data protection legislation.

17.2

Where Cinessence Studio processes personal data on behalf of the Client as a data processor, the parties will comply with the applicable requirements of UK data protection legislation, including the UK GDPR where applicable.

17.3

Where required, the parties will enter into a separate Data Processing Agreement setting out the required processing instructions, security measures, confidentiality obligations, sub-processing arrangements, data-subject assistance and deletion/return requirements.

17.4

The parties acknowledge that whether Cinessence Studio acts as a controller, processor or otherwise in relation to particular information depends on the nature and purpose of the processing rather than simply on the terminology used in this Agreement.

18. Intellectual Property and Project Files

18.1

The Client retains ownership of the Client's original footage, project materials and other intellectual property supplied to Cinessence Studio.

18.2

Subject to full payment of all applicable fees, the Client is entitled to use the final graded Deliverables produced specifically for the Project for the purposes of the Project, subject to any specific restrictions agreed in the Project Confirmation.

18.3

Cinessence Studio retains ownership of its pre-existing and underlying:

• workflows;
• technical methods;
• templates;
• tools;
• software configurations;
• grading techniques;
• presets;
• generic LUTs;
• intellectual property;
• know-how; and
• other materials developed independently of the Client's Project.

18.4

Nothing in this Agreement transfers ownership of Cinessence Studio's underlying methods, knowledge, skills or general-purpose tools to the Client.

18.5 Project Files and Grading Tools

Cinessence Studio does not transfer or provide the Client with any Resolve project files, node trees, node structures, PowerGrades, LUT construction files, DCTLs, scripts, presets, grading configurations, templates, proprietary tools, methodologies, working files or other materials used by Cinessence Studio in creating the Services, whether or not such materials are specific to the Project.

These materials remain the property of Cinessence Studio and form part of Cinessence Studio's proprietary working methods and intellectual property.

18.6

The Client's rights in the final graded Deliverables do not include any right to access, receive, reproduce or modify the underlying working materials described in Section 18.5.

18.7

Any bespoke LUT, look-development asset, DCTL, preset or other reusable grading asset expressly supplied as a Deliverable will be subject to the specific terms agreed for that Project.

19. Portfolio and Promotional Use

19.1

Subject to the provisions of this Section, Cinessence Studio may reference completed Projects in its portfolio, website, social media, promotional materials, award submissions and other professional communications.

19.2

Cinessence Studio will not knowingly publish unreleased or confidential Project material before the applicable release date or without the Client's permission where a specific confidentiality restriction has been agreed.

19.3

Where appropriate, the Client may specify in the Project Confirmation that portfolio use is:

• delayed until a specified release date;
• restricted to certain materials;
• limited to stills or other agreed extracts; or
• otherwise subject to specific conditions.

19.4

Unless otherwise agreed, the Client's completion of the Project does not prevent Cinessence Studio from identifying itself as the colourist or service provider for the Project after its public release.

20. Client Representations and Rights

20.1

The Client represents that it has, or will obtain, all rights, permissions and licences reasonably necessary for Cinessence Studio to receive, process, reproduce and deliver the materials supplied for the purposes of providing the Services.

20.2

The Client is responsible for obtaining all necessary permissions relating to music, footage, performances, artwork, trademarks, likenesses and other third-party rights contained in the supplied materials.

20.3

The Client will indemnify Cinessence Studio against claims arising from the Client's failure to obtain such rights, except to the extent that such claim results from Cinessence Studio's own unauthorised use of the material.

20.4

Cinessence Studio may reasonably request confirmation or evidence of the Client's rights, permissions or licences where Cinessence Studio has a reasonable concern as to whether the supplied materials may lawfully be processed, reproduced or delivered as part of the Services.

20.5

Where Cinessence Studio reasonably considers that the necessary rights, permissions or licences have not been satisfactorily established, Cinessence Studio may suspend or decline to undertake the relevant Services until the matter has been satisfactorily resolved. Any resulting delay may affect the agreed schedule, availability of grading time and delivery date, and may result in additional charges where Cinessence Studio incurs reasonable costs or loss as a consequence of the delay.

21. Hardware, Software and Third-Party Services

21.1

Cinessence Studio may use professional hardware, software, cloud services, file-transfer platforms and other third-party services in providing the Services.

21.2

Cinessence Studio will use reasonable professional judgement in selecting and operating such systems but cannot guarantee uninterrupted availability of third-party services.

21.3

Where the Services depend upon a third-party service, failure or interruption of that service may affect the agreed schedule.

21.4

Where the Client requires a specific third-party platform, workflow or security arrangement that is not part of Cinessence Studio's standard workflow, any associated costs or additional work may be charged separately.

22. Liability

22.1

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

22.2

Subject to Section 22.1, Cinessence Studio will not be liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of opportunity, loss of goodwill or similar losses arising out of or in connection with the Services, to the extent permitted by law.

22.3 Scope Adjustments and Consequential Effects

Cinessence Studio will not be liable for any loss, delay, additional cost or other consequence arising from a Scope Adjustment requested or approved by the Client, including any resulting change to the agreed schedule, delivery dates or availability of grading time, except to the extent directly caused by Cinessence Studio's negligence or failure to perform the agreed Scope Adjustment with reasonable skill and care.

The Client acknowledges that a Scope Adjustment may affect the timing, cost or other aspects of the Services and may have consequential effects on the Client's wider production or delivery schedule. Cinessence Studio is not responsible for such consequential effects where they result from the Client's requested or approved change.

22.4

Subject to Sections 22.1 to 22.3, Cinessence Studio's aggregate liability arising out of or in connection with a Project will not exceed 100% of the total fees paid or payable to Cinessence Studio for that Project.

22.5

The limitations in this Section apply whether liability arises in contract, tort, negligence, breach of statutory duty or otherwise, to the extent permitted by law.

23. Corrections to Deliverables

23.1 Cinessence Studio Corrections

If a Deliverable contains an error or omission attributable to Cinessence Studio and the Client notifies Cinessence Studio in writing within 14 days of delivery, Cinessence Studio will correct the relevant error or omission at no additional charge.

23.2 Changes to the Project or Scope

Where a requested correction, amendment or change arises from a change to the Project, Client Materials, editorial decisions, creative direction, Deliverables or other requirements after the relevant work has been completed or approved, and that change necessitates work outside the agreed Scope, the resulting work will be treated as a Scope Adjustment in accordance with Section 2.4 and may be subject to additional fees and/or changes to the agreed schedule.

This includes, without limitation:

• changes to the picture edit;
• replacement or revised source material;
• changes to creative direction;
• additional or revised Deliverables; or
• other changes that require previously completed grading work to be repeated or materially altered.

23.3

Cinessence Studio is not responsible for correcting differences that arise solely from variations in the Client's viewing environment, display equipment or other factors outside Cinessence Studio's reasonable control.

24. Force Majeure

24.1

Cinessence Studio will not be liable for delay or failure to perform the Services where caused by circumstances beyond its reasonable control.

Such circumstances may include, without limitation:

• serious illness or incapacity;
• power or network failure;
• equipment failure;
• software failure;
• cloud or third-party service outages;
• fire, flood or other natural event;
• industrial action;
• government action or restriction;
• war or civil unrest; or
• other circumstances beyond Cinessence Studio's reasonable control.

24.2

Where such circumstances materially affect the Project, Cinessence Studio will notify the Client as soon as reasonably practicable and will use reasonable efforts to resume or reschedule the Services.

25. Termination

25.1

Either party may terminate the Agreement where the other party commits a material breach and, where the breach is capable of remedy, fails to remedy it within a reasonable period after receiving written notice.

25.2

Cinessence Studio may suspend or terminate the Services where the Client fails to make payment when due, subject to any applicable legal requirements.

25.3

Termination does not affect any rights or obligations that accrued before termination.

25.4

Where the Agreement is terminated, the Client remains responsible for payment for Services performed, Deliverables supplied, approved Scope Adjustments and reasonable non-recoverable costs incurred up to the date of termination.

26. Complaints and Disputes

26.1

The parties will seek to resolve any complaint or dispute relating to the Services promptly and in good faith.

26.2

The Client should first raise any complaint with Cinessence Studio in writing, providing sufficient detail to allow the issue to be investigated.

26.3

Where appropriate, the parties may agree to attempt mediation or another form of alternative dispute resolution before commencing formal proceedings.

27. Governing Law

27.1

These Terms and any Agreement incorporating them are governed by the laws of England and Wales.

27.2

Subject to any applicable rights or requirements to use alternative dispute resolution, the courts of England and Wales will have exclusive jurisdiction over disputes arising out of or in connection with the Agreement.

28. Acceptance of These Terms

28.1

The Client's written acceptance of a Project Confirmation constitutes acceptance of these Terms as part of the Agreement.

28.2

Acceptance may be provided by email or another written method agreed between the parties.

28.3

The applicable version of these Terms will be identified in the relevant Project Confirmation.

28.4

The Client should retain a copy of the applicable Terms and Project Confirmation for their records.

28.5

Any purchase order, standard terms or other terms issued by the Client will not override these Terms unless expressly accepted in writing by Cinessence Studio.

28.6

Any amendment to these Terms for a particular Project must be agreed in writing.

28.7

Any agreed Scope Adjustment will form part of the Agreement and will be subject to these Terms unless expressly agreed otherwise in writing.