Terms & Conditions of business. ACi Studios Limited.
Terms & Conditions of Business
1. Introduction
These Terms and Conditions ("Terms") govern the business relationship between ACi Studios Limited ("ACi Studios", "we", "us", or "our") and our clients ("you" or "Client"). By engaging our services, you agree to be bound by these Terms.
2. Company Information
Company Name: ACi Studios Limited
Registered in: England and Wales
Governing Law: These Terms are governed by the laws of England and Wales
3. Services Provided
ACi Studios provides creative services including but not limited to:
- Image creation and graphic design
- Digital content creation
- Platform based services and tools
- Consulting and creative direction
- Any other services as agreed in writing with the Client
4. Acceptance of Terms
By commissioning work, accessing our platform, or using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not use our services.
5. Quotations and Acceptance
5.1. All quotations are valid for 30 days from the date of issue unless otherwise stated.
5.2. Quotations are based on the information provided by the Client at the time of request.
5.3. A binding contract is formed when we receive your written acceptance of our quotation or when work commences, whichever is earlier.
5.4. We reserve the right to refuse any commission without providing reasons.
6. Payment Terms
6.1. Payment Schedule: Unless otherwise agreed in writing, payment terms are as follows:
- 50% deposit required before commencement of work
- Remaining 50% due upon completion and before final delivery
- For ongoing projects, monthly invoicing may be arranged
6.2. Payment Methods: We accept payment via bank transfer, credit/debit card, or other methods as agreed.
6.3. Late Payment: Invoices are due within 14 days of issue unless otherwise stated. Late payments may incur interest at 8% per annum above the Bank of England base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
6.4. Currency: All prices are quoted in British Pounds Sterling (GBP) unless otherwise stated.
6.5. VAT: All prices exclude VAT unless explicitly stated. VAT will be added at the prevailing rate where applicable.
6.6. Additional Costs: Any additional costs incurred (such as stock photography, fonts, printing, or third-party services) will be charged to the Client with prior approval.
7. Intellectual Property and Copyright
7.1. Ownership Before Payment: All intellectual property rights in work created by ACi Studios remain our property until full payment has been received.
7.2. License Grant: Upon receipt of full payment, we grant the Client a license to use the final deliverables for the purposes agreed in the project brief.
7.3. Copyright Assignment: Full copyright assignment will be provided once the full payment has been received.
7.4. Third-Party Materials: The Client warrants that any materials provided to us for inclusion in the work do not infringe any third-party rights.
7.5. Portfolio Rights: We reserve the right to display completed work in our portfolio, website, and promotional materials unless otherwise agreed in writing.
7.6. Moral Rights: We retain the right to be identified as the creator of the work where appropriate.
8. Image Creation and Usage Rights
8.1. Images created by ACi Studios are licensed for the specific use outlined in the project agreement.
8.2. Use of images beyond the agreed scope requires additional licensing fees.
8.3. The Client may not resell, redistribute, or sublicense images without our express written permission.
9. Client Responsibilities
9.1. The Client agrees to provide:
- Clear project briefs and specifications
- Timely feedback and approvals
- All necessary materials and information
- Access to relevant personnel for consultation
9.2. Delays caused by the Client may result in project timeline extensions and potential additional charges.
9.3. The Client is responsible for obtaining any necessary permissions, licenses, or rights for materials they provide.
10. Revisions and Amendments
10.1. The number of revision rounds will be specified in the project agreement.
10.2. Revisions beyond the agreed scope will be charged at our standard hourly rate.
10.3. Substantial changes to the project brief after work has commenced may result in additional charges and timeline adjustments..
11. Project Timelines and Delivery
11.1. Estimated timelines are provided in good faith but are not guaranteed unless explicitly agreed as firm deadlines.
11.2. Timelines may be affected by Client delays, scope changes, third party technology platforms or circumstances beyond our reasonable control.
11.3. We will make reasonable efforts to meet agreed deadlines but shall not be liable for losses resulting from delays.
12. Cancellation and Termination
12.1. Client Cancellation: The Client may cancel a project with written notice. Charges will apply for work completed to the date of cancellation, plus a cancellation fee of 50% of the remaining project value.
12.2. Our Right to Terminate: We reserve the right to terminate a project if:
- Payment is not received as agreed
- The Client breaches these Terms
- The working relationship becomes untenable
12.3. Upon termination, all work-in-progress and intellectual property rights remain with ACi Studios until all outstanding payments are settled.
13. Data Protection and Privacy
13.1. GDPR Compliance: We comply with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
13.2. Data Collection: We collect and process personal data necessary to provide our services, including:
- Contact information (name, email, phone number, company details)
- Billing and payment information
- Project-related communications and files
- Usage data from our platform
13.3. Lawful Basis: We process data based on:
- Contractual necessity
- Legitimate business interests
- Legal obligations
- Consent where appropriate
13.4. Data Storage: Personal data is stored securely on our platforms and servers, with appropriate technical and organisational measures to prevent unauthorised access, loss, or disclosure.
13.5. Data Retention: We retain personal data for as long as necessary to fulfil the purposes for which it was collected, including:
- Active client relationships: duration of relationship plus 6 years
- Financial records: 6 years from the end of the financial year (legal requirement)
- Marketing data: until consent is withdrawn or the data is no longer relevant
13.6. Third-Party Sharing: We do not sell personal data. We may share data with:
- Service providers necessary for project delivery (e.g., hosting providers, payment processors)
- Professional advisors (accountants, lawyers)
- Regulatory authorities when legally required
13.7. Client Data Rights: You have the right to:
- Access your personal data
- Request correction of inaccurate data
- Request erasure of data (subject to legal retention requirements)
- Object to or restrict processing
- Data portability
- Withdraw consent
- Lodge a complaint with the Information Commissioner's Office (ICO)
13.8. Data Security: We implement appropriate security measures including encryption, access controls, regular backups, and staff training.
13.9. Data Breaches: In the event of a data breach, we will notify affected parties and the ICO as required by law.
14. Platform Data and Content
14.1. Client Content: Content uploaded to our platform by Clients remains the property of the Client.
14.2. Platform License: By uploading content, you grant us a non exclusive license to host, store, and process the content as necessary to provide our services.
14.3. Data Backup: While we maintain regular backups, Clients are responsible for maintaining their own copies of important data.
14.4. Data Export: Clients may request export of their data in commonly used formats.
14.5. Account Termination: Upon account termination, Client data will be deleted within 90 days unless legal retention requirements apply.
15. Confidentiality
15.1. Both parties agree to keep confidential any proprietary or sensitive information disclosed during the course of the business relationship.
15.2. This obligation continues for 3 years after the termination of the business relationship.
15.3. Confidential information does not include information that:
- Is or becomes publicly available through no breach of this agreement
- Was already known to the receiving party
- Is independently developed
- Must be disclosed by law
16. Liability and Indemnity
16.1. Limitation of Liability: Our total liability for any claims arising from our services is limited to the total fees paid by the Client for the specific project in question.
16.2. Exclusions: We are not liable for:
- Indirect or consequential losses
- Loss of profits, revenue, or business opportunities
- Loss of data (except as caused by our gross negligence)
- Third-party claims arising from Client-provided materials
16.3. Nothing in these Terms excludes or limits liability for:
- Death or personal injury caused by negligence
- Fraud or fraudulent misrepresentation
- Any other liability that cannot be excluded by law
16.4. Client Indemnity: The Client agrees to indemnify us against any claims arising from:
- Client-provided materials that infringe third-party rights
- Client's use of deliverables beyond the agreed scope
- Client's breach of these Terms
16.5.
Professional Indemnity: We maintain appropriate professional indemnity insurance.
17. Warranties and Guarantees
17.1. We warrant that:
- Services will be provided with reasonable skill and care
- Work will be our original creation or properly licensed
- We have the right to enter into this agreement
17.2. We do not warrant that:
- Our services will be uninterrupted or error-free
- Deliverables will achieve specific business outcomes
- Third-party platforms or services will remain available or compatible
17.3. Any implied warranties are excluded to the fullest extent permitted by law.
18. Disputes and Complaints
18.1. Complaints Procedure: If you are dissatisfied with our services:
- Contact us in writing with details of your complaint
- We will acknowledge receipt within 3 working days
- We will investigate and respond within 14 days
- If unresolved, we will arrange a meeting to discuss resolution
18.2. Mediation: If informal resolution fails, both parties agree to attempt mediation before pursuing litigation.
18.3. Jurisdiction: These Terms are governed by English law, and disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.
18.4.
Alternative Dispute Resolution: We are committed to resolving disputes amicably and may agree to alternative dispute resolution methods.
19. Force Majeure
19.1. Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control, including:
- Natural disasters
- War, terrorism, or civil unrest
- Government actions or restrictions
- Pandemics or public health emergencies
- Utility failures or internet outages
- Supplier failures
19.2. The affected party must notify the other party promptly and make reasonable efforts to mitigate the impact.
19.3. If force majeure continues for more than 60 days, either party may terminate the affected project.
20. Platform Terms of Use
20.1. Acceptable Use: Users of our platform must not:
- Upload illegal, offensive, or infringing content
- Attempt to gain unauthorised access to systems
- Interfere with platform operation or other users
- Use automated systems to scrape or extract data
- Reverse engineer or attempt to discover source code
20.2. Account Security: Users are responsible for maintaining the confidentiality of login credentials.
20.3. Suspension and Termination: We reserve the right to suspend or terminate accounts that violate these Terms.
20.4.
Service Availability: While we strive for high availability, we do not guarantee uninterrupted access and may perform maintenance with reasonable notice.
21. Subcontracting
21.1. We reserve the right to subcontract work to qualified third parties.
21.2. We remain responsible for the quality and delivery of all work, whether performed by us or subcontractors.
21.3. Subcontractors will be bound by equivalent confidentiality and data protection obligations.
22. Assignment
22.1. The Client may not assign or transfer their rights or obligations without our prior written consent.
22.2. We may assign our rights and obligations to a successor organisation in the event of merger, acquisition, or business transfer.
23. Entire Agreement
23.1. These Terms, together with any written project agreements, constitute the entire agreement between the parties.
23.2. These Terms supersede all prior negotiations, representations, or agreements.
23.3. Any variations must be agreed in writing and signed by both parties.
24. Severability
24.1. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force.
24.2. Invalid provisions shall be replaced with valid provisions that achieve similar commercial effect.
25. Waiver
25.1. Failure to enforce any right or provision does not constitute a waiver of that right or provision.
25.2. Any waiver must be in writing and signed by the party granting the waiver.
26. Notices
26.1. All notices must be in writing and delivered by:
- Email (with read receipt)
- Registered post
- Hand delivery
26.2. Notices are deemed received:
- Email: when read receipt is received or 24 hours after sending (whichever is earlier)
- Post: 3 working days after posting
- Hand delivery: upon delivery
27. Updates to Terms
27.1. We reserve the right to update these Terms at any time.
27.2. Updated Terms will be published on our website with a new "Last updated" date.
27.3. For existing projects, previous Terms will continue to apply unless both parties agree to adopt new Terms.
27.4. Continued use of our platform or services after Terms are updated constitutes acceptance of the new Terms.
28. Client-Provided Materials and Copyright
28.1. Client Warranty: By providing images, content, or any other materials to ACi Studios, the Client warrants that:
- All materials are either owned by the Client or the Client has obtained all necessary rights, licenses, and permissions to use and share such materials
- All materials are copyright-free, properly licensed, or used with the copyright holder's permission
- The use of such materials does not infringe any third-party intellectual property rights, including but not limited to copyright, trademarks, or patents
28.2. Client Responsibility: The Client acknowledges and agrees that:
- It is solely the Client's responsibility to ensure they have obtained all necessary permissions, licenses, and rights for any materials provided to ACi Studios
- ACi Studios is entitled to rely on the Client's warranty that all provided materials are cleared for use
- ACi Studios will not independently verify copyright status or ownership of Client-provided materials
28.3. Limitation of ACi Studios' Responsibility: ACi Studios shall not be responsible or liable for:
- Any copyright infringement or intellectual property violations arising from Client-provided materials
- Any claims, damages, or legal action resulting from the use of Client-provided materials that infringe third-party rights
- The curation, editing, or incorporation of Client-provided imagery into deliverables where the underlying materials infringe copyright
28.4. Client Indemnification: The Client agrees to indemnify, defend, and hold harmless ACi Studios from any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:
- Copyright infringement or other intellectual property violations related to Client-provided materials
- Any breach of the warranties provided in Section 28.1
- Third-party claims alleging that Client-provided materials infringe their rights
28.5. Notification: If ACi Studios becomes aware of any potential copyright issues with Client-provided materials, we will notify the Client promptly and may suspend work until the matter is resolved.
28.6.
Right to Refuse: ACi Studios reserves the right to refuse to work with any materials we reasonably believe may infringe third-party rights.
29. AI-Generated Imagery and Legal Compliance
29.1. AI Image Generation: ACi Studios may use artificial intelligence tools and software to generate images and visual content as part of our creative services.
29.2. Legal Compliance: We warrant that:
- All Ai-generated imagery is created using legally licensed Ai tools and platforms
- We use Ai tools in accordance with their terms of service and licensing agreements
- We stay informed of evolving legal standards regarding Ai-generated content
29.3. Ownership and Rights: Subject to payment in full:
- The Client receives full commercial rights to Ai-generated imagery created specifically for their project
- Ai-generated images are treated as original works for the purposes of these Terms
- We warrant that we have the right to grant such usage rights under our Ai tool licenses
29.4. Limitations and Disclaimers: The Client acknowledges that:
- Ai-generated imagery is created by machine learning algorithms and may occasionally produce unexpected results
- While we take reasonable care, Ai tools may inadvertently generate images that resemble existing works
- Laws regarding Ai-generated content are evolving and may change over time
29.5. Prompt and Input Materials: If the Client provides specific prompts, reference images, or instructions for Ai image generation:
- The Client warrants they have the right to use any reference materials provided
- The Client accepts responsibility for ensuring their prompts do not request replication of copyrighted works
- ACi Studios reserves the right to refuse prompts that may result in copyright infringement
29.6. Third-Party Claims: In the unlikely event of third-party claims regarding Ai-generated imagery:
- We will cooperate with the Client to address such claims
- We will provide evidence of our legal use of Ai tools and compliance with licensing terms
- Our liability is limited as set out in Section 16 of these Terms
29.7.
Transparency: We take it that due to the nature of our business clients know Ai tools are used in the creation of their deliverables unless otherwise agreed.
30. Contact Information
For questions about these Terms, or to exercise your data protection rights, please contact:
ACi Studios Limited
6 Ashwood Close, High Green, Sheffield, England, S35 4FE
These Terms & Conditions are effective as of the date last updated above and apply to all business conducted by ACi Studios Limited.
