Terms & Conditions

1. About these Terms

1.1 Who these Terms apply to

These terms and conditions for services apply to the supply of video production and related services by Squideo Limited, a company registered in England and Wales with company number 09595255 (Squideo, Supplier, we, us, or our) to the person, company or organisation purchasing those services (Customer, you, or your).

1.2 Contract documents

The contract between Squideo and the Customer is made up of:

(a) the accepted quotation, proposal, order confirmation, online order form, statement of work or other written order document issued or accepted by Squideo (Order); and

(b) these terms and conditions (Terms).

Together, these form the Agreement.

1.3 Order takes priority on commercial details

If there is a conflict between the Order and these Terms, the Order will take priority only in relation to the specific commercial details set out in the Order, including the description of the services, price, payment schedule, delivery estimate and any agreed extras. These Terms will take priority in all other respects unless the Order expressly states that a particular clause of these Terms is being varied.

1.4 Customer terms do not apply

These Terms apply to the exclusion of any terms the Customer seeks to impose or incorporate, including any purchase order terms, procurement terms, supplier portal terms or other standard terms, whether provided before, during or after the Order. Squideo’s performance of the Services does not amount to acceptance of any Customer terms.

1.5 Quotations

Unless stated otherwise in writing, any quotation issued by Squideo is valid for 7 Business Days from the date of issue and does not constitute an offer. A binding contract is formed only when Squideo accepts the Order in writing or begins providing the Services.

2. Definitions and Interpretation

2.1 Definitions

In these Terms, the following definitions apply:

Agreement means the agreement between Squideo and the Customer made up of the Order and these Terms.

Amendments and Extras means any additional work, changes, amendments, alterations, extra deliverables or services requested by the Customer that fall outside the agreed scope of the Order, as determined by Squideo acting reasonably.

Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Charges means the charges payable by the Customer for the Services, as set out in the Order or otherwise agreed in writing.

Commencement Date means the date the Agreement comes into effect in accordance with clause 3.

Customer Default has the meaning given in clause 5.2.

Deliverables means the final exported version of the video or videos, and any other final materials expressly listed in the Order, supplied in a non-editable format unless otherwise agreed in writing.

Draft 1 means the first video draft supplied to the Customer for review.

Draft 2 means the next version of the video supplied after Squideo has actioned the Customer’s permitted revisions to Draft 1.

Free Revisions means the permitted visual revisions described in clause 7. Free Revisions do not include script changes, voice-over changes, structural changes, style changes, concept changes, runtime extensions or any work outside the agreed scope unless Squideo agrees otherwise in writing.

Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trade marks, business names, domain names, rights in get-up, goodwill, rights to sue for passing off, design rights, database rights, rights in confidential information and all other intellectual property rights, whether registered or unregistered, and all similar or equivalent rights anywhere in the world.

Order means the Customer’s order for Services, whether placed through Squideo’s website, accepted quotation, proposal, email, purchase order or any other method accepted by Squideo.

Priority Scheduling means an agreed expedited production schedule purchased by the Customer and confirmed by Squideo in writing, subject to clause 4.3.

Project means the video production project or package of work described in the Order.

Script Approval means approval of the script by the Customer in accordance with clause 8.3.

Services means the video design, scriptwriting, animation, production, project management, voice-over, editing and related services to be supplied by Squideo as set out in the Order.

Specification means the description or specification of the Services set out in the Order.

Standard Scheduling means Squideo’s usual estimated production schedule for the Services, subject to clause 4.2.

Supplier means Squideo Limited.

Supplier’s Website means www.squideo.com or any other website operated by Squideo from time to time.

Video Assets means the elements used to create the video, including but not limited to animation assets, characters, icons, illustrations, footage, text treatments, project files, music, sound effects, voice-over recordings, stock imagery, templates and other production materials, whether created by Squideo, licensed by Squideo or obtained from third parties.

2.2 Interpretation

In these Terms:

(a) references to legislation include that legislation as amended, updated, extended or re-enacted from time to time;

(b) words such as including, include, in particular and similar expressions are illustrative and do not limit the meaning of the words before them;

(c) references to writing or written include email;

(d) headings are for convenience only and do not affect interpretation;

(e) the singular includes the plural and the plural includes the singular; and

(f) a reference to a clause is a reference to a clause of these Terms.

3. Basis of Contract

3.1 Order as offer

The Customer’s Order is an offer to purchase the Services in accordance with these Terms.

3.2 Acceptance

The Order is accepted, and the Agreement comes into effect, when Squideo:

(a) confirms acceptance in writing;

(b) receives a signed proposal, including a proposal signed digitally or electronically;

(c) issues an invoice and the Customer pays the required deposit or upfront payment;

(d) begins providing the Services; or

(e) otherwise confirms that the Project has been scheduled or commenced.

The date on which the first of these events occurs is the Commencement Date.

3.3 Samples and examples

Any samples, showreels, previous work, illustrations, website examples, proposals, descriptive materials, style examples or advertising provided by Squideo are intended to give an approximate indication of the style, quality or type of services available. They do not form part of the Agreement unless expressly incorporated into the Order.

Squideo will use reasonable endeavours to maintain a similar overall feel to any agreed reference style, but the Customer acknowledges that each video is bespoke and will not be identical to any sample, example or previous project.

3.4 Immediate performance and cancellation

Where the Customer is a consumer and the Agreement is entered into online, by telephone or away from Squideo’s business premises, statutory cancellation rights may apply. By placing an Order and asking Squideo to begin work, the Customer requests immediate performance of the Services.

Where legally permitted, the Customer acknowledges that cancellation rights may be reduced or lost once the Services have begun, and that the Customer may be required to pay for Services performed before cancellation. This clause should be read subject to any rights the Customer has under applicable consumer law.

3.5 Business customers

Where the Customer purchases the Services wholly or mainly for business purposes, the Customer confirms that it is acting in the course of a business and not as a consumer.

4. Supply of Services

4.1 Service standard

Squideo will provide the Services in accordance with the Specification in all material respects and will use reasonable care and skill in doing so.

4.2 Standard Scheduling

Unless Priority Scheduling is purchased and confirmed in writing, Squideo will use reasonable endeavours to complete the Services within the estimated timeframe given by Squideo after Script Approval or another agreed project milestone.

All timeframes are estimates only. Time is not of the essence for performance of the Services. During busy periods, or where the Customer delays in providing information, feedback, assets, approvals or payment, any estimated timeframe may be extended.

4.3 Unlimited revisions and scheduling

Where Squideo offers Free Revisions or unlimited visual revisions within a defined stage, the Customer acknowledges that the number, nature and timing of revision requests cannot be fully predicted. Squideo may extend the delivery schedule where revision requests, delayed feedback or project complexity make the original schedule impractical.

4.4 Priority Scheduling

Where the Customer purchases Priority Scheduling, Squideo will use reasonable endeavours to complete the Services by the agreed priority date, provided that:

(a) the Customer has supplied all information, materials, assets, approvals and payments reasonably required by Squideo;

(b) the Customer responds promptly to requests for feedback, clarification or approval as outlined in the agreed production schedule;

(c) the Customer does not request Amendments and Extras or changes outside the agreed scope; and

(d) there is no Customer Default or event beyond Squideo’s reasonable control.

Time is not of the essence, even where Priority Scheduling is purchased.

If Squideo is unable to meet the agreed Priority Scheduling date for reasons within Squideo’s reasonable control, the Customer’s sole remedy will be a refund of the additional Priority Scheduling charge only. The Customer will not be entitled to a refund of the full video production fee. In that case, the Project will revert to Standard Scheduling.

If the priority date is missed because of Customer delay, Customer Default, missing information, missing assets, late feedback, late approval, late payment or Customer-requested changes, no refund of the Priority Scheduling charge will be due.

4.5 Branding and Customer assets

Squideo requires the Customer to provide any required branding, brand guidelines, logos, fonts, colour references, website links, messaging guidance, footage, images or other materials needed to begin or continue the Project.

If required materials are not provided by the relevant project stage, including any kick-off meeting, Squideo may amend the production schedule, extend the delivery date, pause the Project or proceed using reasonable assumptions, at its discretion.

4.6 Changes required by law or technical necessity

Squideo may make changes to the Services where necessary to comply with applicable law, safety requirements, platform requirements, technical limitations or production constraints, provided such changes do not materially reduce the nature or quality of the Services.

4.7 Amendments and Extras affecting delivery

Where the Customer requests Amendments and Extras, Squideo will confirm any impact on price and estimated delivery timeframe. Squideo is not required to begin Amendments and Extras until the Customer has accepted the additional cost and paid any related invoice.

5. Customer Obligations

5.1 Customer responsibilities

The Customer must:

(a) ensure that the Order and all information provided to Squideo are complete and accurate;

(b) co-operate with Squideo in all matters relating to the Services;

(c) provide all information, materials, assets, feedback and approvals reasonably required by Squideo to provide the Services;

(d) ensure that all Customer-supplied materials are accurate, lawful and properly licensed for use in the Project;

(e) obtain and maintain all licences, permissions and consents required for Squideo to use any Customer-supplied materials;

(f) provide feedback in a clear, consolidated and timely way;

(g) make payments when due; and

(h) ensure that any person giving instructions, feedback or approval on behalf of the Customer has authority to do so.

5.2 Customer Default

A Customer Default occurs where Squideo’s performance is prevented, delayed or made more difficult by any act, omission, delay or failure by the Customer, including:

(a) failure to provide information, materials, assets, feedback or approvals;

(b) provision of inaccurate, incomplete, unclear or unsuitable information;

(c) failure to make payment when due;

(d) changes to the brief, script, style, structure, message, runtime, audience or deliverables after approval;

(e) failure to obtain required licences, permissions or consents;

(f) delayed responses or prolonged periods of inactivity; or

(g) instructions from multiple stakeholders that are inconsistent, contradictory or outside the agreed scope.

5.3 Effect of Customer Default

If a Customer Default occurs, Squideo may, without limiting its other rights or remedies:

(a) suspend performance of the Services until the Customer remedies the Customer Default;

(b) extend any delivery schedule or estimated completion date;

(c) charge for additional time, work or costs caused by the Customer Default;

(d) rely on the Customer Default to relieve Squideo from performance of its obligations to the extent the Customer Default prevents or delays performance; and

(e) archive or terminate the Project in accordance with these Terms.

Squideo will not be liable for any costs, losses, delays or consequences suffered by the Customer arising from or connected with a Customer Default.

5.4 Consolidated feedback

The Customer should provide one clear, consolidated set of feedback at each review stage. Where feedback is provided in multiple rounds, from multiple stakeholders, or in a contradictory or unclear way, Squideo may ask the Customer to consolidate the feedback before work continues. Additional time spent managing, clarifying or implementing fragmented feedback may be charged as an Amendment or Extra.

6. Charges and Payment

6.1 Charges

The Charges for the Services will be as set out in the accepted quotation, proposal, Order or invoice issued by Squideo.

6.2 Payment before commencement

Unless otherwise agreed in writing, Squideo is not required to commence the Services until the Customer has:

(a) signed or accepted the proposal;

(b) paid the required deposit or upfront payment;

(c) supplied a valid purchase order where Squideo has agreed to accept purchase order payment; or

(d) otherwise completed the payment step agreed by Squideo.

6.3 Deposits and balances

Where a deposit is paid, the remaining balance is due on sign-off of the final version of the Project, unless otherwise agreed in writing.

Squideo may withhold unwatermarked versions, final Deliverables, usage rights and ownership transfer until all outstanding Charges have been paid in cleared funds.

6.4 Purchase orders

Where Squideo agrees to accept payment by purchase order, the Customer remains responsible for paying all Charges by the due date. The existence of internal procurement processes, purchase order delays, approval delays or supplier onboarding requirements will not affect the Customer’s obligation to pay.

If final unwatermarked versions are released before payment has cleared, the Customer may not use, publish, distribute, upload, broadcast, share, edit, adapt or otherwise exploit the Deliverables until the final balance has been paid in full.

6.5 Non-refundable deposits

Deposits are non-refundable once the Project has commenced in any way, including project scheduling, briefing, research, scriptwriting, creative planning, storyboard work, asset sourcing, voice-over planning, production management or any other preparatory work.

6.6 Upfront full payment and refunds

Where the Customer makes a discounted full payment upfront and cancels before Draft 1 is produced, Squideo may, at its discretion, provide a part-refund of the amount paid less:

(a) the value of work completed;

(b) any third-party costs or committed costs;

(c) any administrative, scheduling or project management time; and

(d) any applicable cancellation or reinstatement costs.

Work completed may be calculated at Squideo’s then-current hourly or day rate.

6.7 Draft 1 and full balance

Once the Project reaches Draft 1, the Customer will not be entitled to a refund and will be liable for the full balance of the Charges, whether or not the Customer chooses to proceed with further revisions, publication or final sign-off.

This is because, by Draft 1, Squideo will have completed a substantial part of the creative, production and project management work required to produce the video.

6.8 Unresponsive Customers and archived Projects

If the Customer becomes unresponsive for 3 months or more, Squideo may archive the Project.

A Customer will be treated as unresponsive where Squideo has made reasonable attempts to obtain information, materials, feedback, approval or payment and the Customer has not responded meaningfully.

An archived Project may be restarted within 12 months of the original payment date, subject to:

(a) Squideo’s availability;

(b) payment of any outstanding balance;

(c) payment of a reinstatement fee notified by Squideo; and

(d) any revised pricing, scheduling or scope requirements reasonably required by Squideo.

After 12 months, Squideo is not required to restart the Project, and any amounts paid will be forfeited unless Squideo agrees otherwise in writing.

6.9 Amendments and Extras

Squideo may charge for Amendments and Extras. Where additional Charges apply, Squideo will issue an invoice or written cost confirmation. Squideo is not required to carry out Amendments and Extras until payment has been received in cleared funds, unless otherwise agreed in writing.

6.10 VAT

All Charges are exclusive of VAT unless expressly stated otherwise. Where VAT is chargeable, the Customer must pay VAT in addition to the Charges at the same time as payment for the Services is due.

6.11 No set-off

The Customer must pay all amounts due in full without set-off, counterclaim, deduction or withholding, except where required by law. Squideo may set off any amount owed by the Customer against any amount payable by Squideo to the Customer.

6.12 Late payment

If the Customer fails to pay any amount due by the due date, Squideo may:

(a) suspend the Services;

(b) withhold Deliverables, unwatermarked versions, rights transfer and further work;

(c) charge interest and compensation to the extent permitted by law;

(d) recover reasonable costs of collection; and

(e) terminate the Agreement in accordance with clause 12.

7. Revisions, Amendments and Extras

7.1 Unlimited revisions within the active stage

Unless otherwise agreed in writing, the Customer is entitled to unlimited revisions within each active production stage until that stage is signed off, provided those revisions remain within the agreed scope of the Order and are consistent with any stages that have already been reviewed and approved.

Revisions must relate to the stage currently being reviewed. For example, script comments should be raised during the script stage, storyboard comments during the storyboard stage, and animation comments during the animation draft stage.

Unlimited revisions are limited to reasonable amendments within the agreed style, scope, script, runtime, creative direction and previously approved stages. Examples may include changes to colour, imagery, animation timing, text, spelling, layout, icon choices or similar details at the relevant stage.

Squideo reserves the right to charge additional fees, acting reasonably, where revision requests become excessive, repetitive, disproportionate, unusually time-intensive, contradictory, or materially outside the intended purpose of the relevant review stage.

7.2 Exclusions from unlimited revisions

Unlimited revisions do not include:

(a) changes to the approved script;

(b) changes to the voice-over, except where Squideo accepts that there is a clear pronunciation or recording error;

(c) changes that increase the video runtime beyond the agreed length;

(d) changes to the agreed style, concept, visual direction, structure or narrative approach;

(e) new scenes, new messages, new sections or new deliverables;

(f) replacement of Customer-approved work;

(g) changes required because the Customer supplied inaccurate, incomplete or outdated information;

(h) changes requested after the permitted revision stage has passed; or

(i) any work Squideo reasonably considers to fall outside the original scope.

7.3 Draft 2 and further revisions

After Squideo has produced Draft 2, any further revisions may be chargeable unless Squideo agrees otherwise in writing.

7.4 Stage revisions, sign-off and going back a step

Squideo offers unlimited revisions within each active stage of the production process until that stage is signed off, provided those revisions are within the agreed scope of the Order and remain in line with any stages that have already been reviewed and approved by the Customer.

Once a stage of the production process has been reviewed and approved by the Customer, that stage will be treated as signed off. This includes, but is not limited to, the brief, script, storyboard, visual direction, character design, voice-over, animation draft and any other agreed production milestone.

If the Customer later asks Squideo to go back and change a stage that has already been signed off, or to make a change that should reasonably have been raised during an earlier review stage, that request will be treated as outside the agreed scope and may be chargeable as an Amendment or Extra.

For example, if the script has been approved and the Project has moved into storyboard, voice-over or animation, later script changes may require Squideo to revisit work that has already been completed. In that situation, the script change, and any knock-on changes to the storyboard, voice-over, animation, timing, scenes or production schedule, may be chargeable.

The Customer acknowledges that ongoing revisions, delayed sign-off, repeated changes, unclear feedback, contradictory feedback or requests to revisit earlier stages may delay the approved or estimated production schedule. Squideo will not be responsible for any delay caused by such revisions or by the Customer’s failure to approve a stage in a timely manner.

Unlimited revisions do not mean unlimited new concepts, unlimited new deliverables, repeated changes of direction, or work that is materially beyond the Services purchased. Squideo reserves the right to charge additional fees, acting reasonably, where revision requests become excessive, repetitive, disproportionate, unusually time-intensive, contradictory, or materially outside the intended purpose of the relevant review stage.

Squideo is not required to action any out-of-scope or chargeable change unless and until the Customer has approved the additional cost and paid any related invoice, unless otherwise agreed in writing.

7.5 Script and voice-over changes

Any script changes requested after Script Approval may be chargeable. If the voice-over has already been recorded, script changes may also require a new voice-over recording, which will be charged as an Amendment or Extra unless the change is required because of Squideo’s error.

7.6 Extras

The Customer may request additional deliverables or Extras, including but not limited to alternative versions, social cutdowns, different formats, additional languages, subtitles, additional voice-overs, additional aspect ratios, extra runtime or further exports.

Unless otherwise agreed in writing, Extras must be requested within 1 calendar month of receipt of the final video.

8. Script

8.1 Draft script

Where scriptwriting is included in the Services, Squideo will appoint a copywriter at its discretion and provide a draft script based on the brief, selected runtime and information supplied by the Customer.

The timeframe for producing the draft script will depend on the length, complexity, availability of information and Customer responsiveness.

8.2 Runtime and script length

The Customer must select or agree the desired video runtime and corresponding fee. Any script must remain within the word count, runtime and creative constraints reasonably set by Squideo.

If Customer edits cause the script to exceed the selected runtime or make the Project more complex, Squideo may require the Customer to:

(a) reduce the script;

(b) purchase additional runtime;

(c) approve a revised fee; or

(d) accept a revised delivery schedule.

8.3 Script Approval

Script Approval occurs when the Customer approves the draft script in writing, verbally, through a project management system, by email, through electronic communication, or by asking Squideo to proceed to the next stage.

8.4 Effect of Script Approval

After Script Approval, Squideo will be entitled to rely on the approved script for production, storyboard, voice-over and animation.

Any edits or amendments to the script after Script Approval may be subject to additional fees and may affect the delivery schedule.

8.5 Customer responsibility for factual accuracy

The Customer is responsible for checking and approving the factual accuracy, legal accuracy, technical accuracy and suitability of the script, including any claims, statistics, product descriptions, compliance statements, medical, financial, legal, regulatory or technical content.

Squideo is not responsible for verifying the accuracy or compliance of Customer-supplied information unless expressly agreed in writing.

9. Voice-Over, Music and Production Assets

9.1 Voice-over artist

Where voice-over is included, Squideo will use reasonable endeavours to provide a voice-over artist matching the selected or agreed gender and general accent category.

If a specific voice-over artist shown in an example, sample or Order is unavailable, Squideo may appoint another artist of the same gender and a similar native accent or vocal category.

9.2 Voice-over style

Squideo will use reasonable endeavours to follow the requested voice-over style, such as energetic, corporate, friendly or professional. The Customer acknowledges that performance style is subjective and cannot be guaranteed with absolute precision.

9.3 Regional accents

Unless expressly agreed in writing, Squideo does not guarantee specific regional accents, dialects, pronunciation styles or delivery nuances.

9.4 Music and stock assets

Where Squideo supplies music, sound effects, stock footage, stock imagery, templates or other licensed assets, these are supplied subject to the relevant licence terms. The Customer may use them only as incorporated into the final Deliverables unless otherwise agreed in writing.

9.5 Video Assets are not sold separately

The Customer may not extract, copy, reuse, resell, edit, adapt, redistribute or separately use any Video Assets supplied or licensed by Squideo except as incorporated into the final Deliverables.

10. Intellectual Property Rights and Usage

10.1 Ownership of final video

Subject to full payment of all Charges, Intellectual Property Rights in the final finished video file produced specifically for the Customer will transfer to the Customer to the extent owned by Squideo and capable of assignment.

10.2 No transfer before full payment

Until all Charges and any outstanding invoices have been paid in full, Squideo retains all rights in the Deliverables and the Customer may not use, publish, distribute, broadcast, upload, share, edit, adapt or otherwise exploit the Deliverables unless Squideo agrees otherwise in writing.

10.3 Source files and editable files

The Customer is not entitled to access, receive or use editable project files, source files, animation files, working files, templates, project libraries or raw production materials under any circumstances unless Squideo expressly agrees in writing.

10.4 Squideo Video Assets

Squideo retains ownership of, or licence rights in, all Video Assets, working files, templates, production methods, workflows, know-how, characters, rigs, animation systems, source files, stock materials, reusable assets and other materials used to create the Deliverables.

The Customer’s ownership of the final finished video does not give the Customer ownership of the underlying Video Assets, source files or third-party materials.

10.5 Reuse of Video Assets

Squideo may reuse any Video Assets, styles, techniques, templates, workflows, animation systems, ideas, generic characters or non-exclusive materials in other projects, provided that Squideo does not misuse the Customer’s confidential information.

Video Assets are not exclusive to the Customer unless:

(a) they were supplied by the Customer; or

(b) Squideo has expressly agreed in writing that particular assets are created exclusively for the Customer.

10.6 Customer-supplied materials

The Customer warrants that all materials supplied to Squideo are lawful, accurate and properly licensed for use in the Project.

The Customer grants Squideo a non-exclusive, royalty-free licence to use Customer-supplied materials for the purpose of providing the Services and producing the Deliverables.

10.7 Third-party rights and indemnity

The Customer agrees to indemnify Squideo in full against all liabilities, costs, expenses, damages, losses, claims, proceedings, interest, penalties, legal costs and professional costs suffered or incurred by Squideo arising out of or in connection with:

(a) Customer-supplied materials;

(b) unauthorised use of third-party Intellectual Property Rights supplied, requested or approved by the Customer;

(c) inaccurate, unlawful or misleading Customer-supplied content; or

(d) breach by the Customer of this clause 10.

10.8 Customer editing and format changes

The Customer may adjust the final video format, compression, file size or platform upload settings where reasonably required, provided the visual integrity and meaning of the video are not materially altered.

The Customer may not otherwise edit, adapt, rework, extract from, cut down, modify or create derivative works from the video unless permitted by the Order or agreed by Squideo in writing.

10.9 Portfolio use

Unless the Customer notifies Squideo in writing that the Project is confidential, Squideo may use the final Deliverables, Customer name and Customer logo for reasonable portfolio, marketing, award entry, case study and promotional purposes.

Where confidentiality is required, the Customer should notify Squideo before the Project begins or as soon as confidentiality becomes relevant.

11. Limitation of Liability

11.1 Liability not excluded

Nothing in the Agreement limits or excludes Squideo’s liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of any terms implied by law that cannot be excluded; or

(d) any liability that cannot legally be limited or excluded.

11.2 Excluded losses

Subject to clause 11.1, Squideo will not be liable to the Customer, whether in contract, tort, negligence, breach of statutory duty or otherwise, for:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill or reputation;

(g) loss of opportunity;

(h) loss arising from the Customer’s use of Customer-supplied materials;

(i) loss arising from platform, hosting, third-party software, social media, advertising, search engine or algorithm changes; or

(j) any indirect or consequential loss.

11.3 Liability cap

Subject to clause 11.1, Squideo’s total liability to the Customer arising out of or in connection with the Agreement, whether in contract, tort, negligence, breach of statutory duty or otherwise, will be limited to the total Charges paid by the Customer under the relevant Order.

11.4 No guarantee of commercial results

Squideo does not guarantee that any video, campaign, content, strategy or Deliverable will achieve any particular commercial, marketing, sales, engagement, conversion, ranking, funding, training, compliance or behavioural outcome unless expressly agreed in writing.

11.5 Customer approval

Squideo will not be liable for errors, omissions, inaccuracies, claims, statements, messages, spellings, visuals, branding or other content that have been supplied, reviewed, approved or deemed approved by the Customer.

11.6 Survival

This clause 11 survives termination or expiry of the Agreement.

12. Termination and Suspension

12.1 Termination by Squideo on notice

Without limiting any other rights or remedies, Squideo may terminate the Agreement by giving the Customer 5 Business Days’ written notice.

12.2 Immediate termination by Squideo

Squideo may terminate the Agreement with immediate effect by giving written notice to the Customer if:

(a) the Customer commits a material breach of the Agreement;

(b) the Customer fails to pay any amount due by the due date;

(c) the Customer commits a Customer Default that is not remedied within a reasonable time;

(d) the Customer becomes insolvent, enters administration, liquidation or any arrangement with creditors, has a receiver appointed, ceases or threatens to cease trading, or is subject to any similar procedure;

(e) the Customer’s financial position deteriorates to such an extent that Squideo reasonably believes the Customer’s ability to fulfil its obligations is at risk;

(f) the Customer behaves abusively, unlawfully or unreasonably towards Squideo, its staff, contractors or suppliers; or

(g) continuing the Project would, in Squideo’s reasonable opinion, create legal, reputational, regulatory or operational risk.

12.3 Suspension

Squideo may suspend the Services if:

(a) payment is overdue.

(b) the Customer is in Customer Default;

(c) required information, assets, feedback or approvals are missing;

(d) the Customer requests a pause;

(e) Squideo reasonably believes the Customer may not be able to pay sums due; or

(f) any event occurs that makes continued performance impractical, unlawful or unsafe.

Suspension does not affect the Customer’s obligation to pay Charges already due or incurred.

13. Consequences of Termination

13.1 Amounts due on termination

On termination or expiry of the Agreement for any reason, the Customer must immediately pay:

(a) all outstanding unpaid invoices;

(b) all Charges for Services supplied but not yet invoiced;

(c) all third-party costs, committed costs and expenses incurred by Squideo; and

(d) any additional Charges due under these Terms.

13.2 Draft 1 on termination

If the Project has reached Draft 1 before termination, the Project will be treated as substantially complete for payment purposes. The Customer will not be entitled to a refund and will remain liable for the full balance of the Charges.

13.3 Deliverables not fully paid for

The Customer must not use any Deliverables, drafts, unwatermarked files or materials that have not been fully paid for. If requested by Squideo, the Customer must delete or return any unpaid materials and confirm in writing that it has done so.

13.4 Accrued rights

Termination or expiry will not affect any rights, remedies, obligations or liabilities that have accrued before termination or expiry.

13.5 Survival

Any clause intended to survive termination or expiry will continue in force, including clauses relating to payment, intellectual property, confidentiality, liability, indemnities, governing law and jurisdiction.

14. Confidentiality

14.1 Confidential information

Each party undertakes that it will not disclose the other party’s confidential information except as permitted by this clause.

14.2 Permitted disclosure

A party may disclose confidential information:

(a) to its employees, officers, representatives, subcontractors, freelancers, advisers or suppliers who need to know the information for the purposes of the Agreement, provided they are subject to appropriate confidentiality obligations; or

(b) where required by law, a court, regulator or governmental authority.

14.3 Use of confidential information

Neither party may use the other party’s confidential information for any purpose other than performing or receiving the Services under the Agreement.

14.4 Duration

The confidentiality obligations in this clause continue during the Agreement and for 5 years after termination or expiry.

15. Data Protection

15.1 Compliance

Each party will comply with applicable data protection laws in relation to personal data processed under the Agreement.

15.2 Customer responsibility

The Customer is responsible for ensuring that any personal data, images, footage, testimonials, case studies or identifiable information supplied to Squideo may lawfully be used for the Project.

15.3 Squideo use of personal data

Squideo will use personal data supplied by the Customer only as reasonably necessary to provide the Services, administer the Project, manage the customer relationship, comply with legal obligations and operate its business.

15.4 Special category or sensitive data

The Customer must not supply special category personal data, sensitive personal information, patient data, children’s data or confidential third-party information unless it has notified Squideo in advance and Squideo has agreed in writing to process such information.

16. Force Majeure

Neither party will be in breach of the Agreement or liable for delay or failure to perform its obligations where the delay or failure results from events, circumstances or causes beyond its reasonable control.

This may include acts of God, fire, flood, pandemic, epidemic, war, terrorism, civil unrest, industrial action, supplier failure, power failure, internet outage, platform outage, government action, legal restrictions, illness, bereavement, or failure of third-party services.

17. Assignment and Subcontracting

17.1 Squideo assignment and subcontracting

Squideo may assign, transfer, subcontract, delegate or deal in any other manner with its rights and obligations under the Agreement.

17.2 Customer assignment

The Customer may not assign, transfer, subcontract, delegate or otherwise deal with any of its rights or obligations under the Agreement without Squideo’s prior written consent.

18. General

18.1 Entire agreement

The Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, discussions, negotiations, representations, warranties, promises and understandings relating to its subject matter.

18.2 No reliance

Each party acknowledges that it has not relied on any statement, representation, assurance or warranty that is not set out in the Agreement. Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

18.3 Variation

No variation of the Agreement will be effective unless it is in writing and signed by the parties or expressly agreed by email by authorised representatives of both parties.

18.4 Waiver

A waiver of any right or remedy is effective only if given in writing and does not waive any later breach or default. A delay or failure to exercise a right or remedy does not prevent that right or remedy being exercised later.

18.5 Severance

If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it valid, legal and enforceable. If modification is not possible, it will be treated as deleted. The rest of the Agreement will remain in force.

18.6 Notices

Any notice under the Agreement must be in writing and sent to the other party’s registered office, principal place of business, email address used for the Project or any other address notified in writing.

A notice will be deemed received:

(a) if delivered by hand, when delivered;

(b) if sent by pre-paid first class post or next working day delivery, at 9:00am on the second Business Day after posting;

(c) if sent by courier, when signed for; or

(d) if sent by email, one Business Day after transmission, provided no delivery failure notice is received.

This clause does not apply to service of legal proceedings.

18.7 Third party rights

No person other than Squideo and the Customer has any right to enforce any term of the Agreement.

The parties agree that the Contracts (Rights of Third Parties) Act 1999 does not give any third party the right to enforce any provision of the Agreement, unless expressly stated otherwise in writing.

18.8 Governing law

The Agreement and any dispute or claim arising out of or in connection with it, including any non-contractual dispute or claim, will be governed by and construed in accordance with the law of England and Wales.

18.9 Jurisdiction

The courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement, including any non-contractual dispute or claim.