TERMS AND CONDITIONS

UK TERMS & CONDITIONS OF BUSINESS

The Terms and Conditions as outlined in this document and the provided Statement of Work (defined below), create a binding agreement (together the Terms and Conditions and the Statement of Work being referred to as the “Agreement”) between (“Client”) and Future Deluxe LTD with registered address Boundary House, 91-93 Charterhouse Street, London, EC1M 6HR (“Studio”) (each a “party”, collectively the “parties”).

Services

1. The Studio shall provide the services (“Services”) and deliverables set out in the statement of work (“Statement of Work”) for the project detailed in the Statement of Work (“Project”) to Client on a non-exclusive, independent contractor basis at such times and at such locations as set out in the Statement of Work (“Term”) or such other date(s) as both parties may otherwise agree.

2. A schedule with the work-in-progress (“WIP”) dates will be submitted to the Client on award of the Project. This schedule will include specific milestones and WIP consolidated approval dates to ensure revisions can be addressed during the schedule and not as overages. If the scope and/or schedule changes, a new budget and calendar will be submitted for approval.

Payment

3. Client shall pay the Studio the sums described in the Statement of Work (“Fees”) in accordance with the Statement of Work. Save as otherwise stated in a Statement of Work, the Studio shall be entitled to the appropriate payment specified within 30 days of receipt of the Studio’s valid invoice.

4. If an invoice is unpaid by the due date, the Studio may at its option and without prejudice to any other remedy at any time after payment has become due, charge interest on any overdue amounts from the due date until and including the date of actual payment, at a rate equal to the lesser of either: (a) the rate of 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%, or the rate of 25% above the prime rate as reported by the Federal Reserve Bank of New York, located in New York, or the Reserve Bank of Australia, as of the date such payment was due and payable, or (b) the maximum rate permitted by applicable law.

Intellectual Property Rights

5. Subject to clause 6, Client shall, upon full payment of all amounts due under any Statement of Work, own all Deliverables as described in the Statement of Work, in their finished form, which will be deemed “works made for hire” to the fullest extent permitted by applicable law.

6. For the avoidance of doubt, Client shall not own Third Party Rights (as defined below) and/or Studio IP (as defined below). Client’s use of the Deliverables will be limited to use in connection with the Statement of Work and additional fees may apply for any other uses.

7. In the event Client wishes to use any Studio character designs for any future campaigns, including but not limited to spots, print or merchandising, an additional license will need to be entered into with the Studio for an additional license fee.

8. Pre-existing materials, project files, 3D project files, working files, R&D files, source code, proprietary software, programming tools, methods processes and ideas developed by the Studio and any improvements, enhancements and/or derivative works thereto (“Studio IP”) and intellectual property rights belonging to any third parties included within the Services (“Third Party Rights”) will belong to and vest in the Studio or its third-party licensors.

9. The Studio grants Client a non-exclusive, irrevocable, perpetual, worldwide, transferable and royalty-free licence to use the Studio IP that is incorporated into, and/or necessary for the use of the Deliverables as contemplated in this Agreement. Notwithstanding the foregoing, all methods, processes and ideas developed by the Studio after the Effective Date that are applicable solely or primarily to the design and/or animation fields, shall be the sole and exclusive property of the Studio and shall be deemed part of the Studio IP for purposes of this Agreement.

10. The Client acknowledges and agrees that Deliverables may include Third Party Rights. Unless a Statement of Work provides that ownership of such Third Party Rights will be assigned to the Client, all Third Party Rights incorporated into the Deliverables will remain the property of the applicable third party licensor. The Studio will use all commercially reasonable efforts to obtain a non-exclusive, irrevocable, perpetual, worldwide, transferable, royalty-free licence to use the Third Party Right that are incorporated into the Deliverables. The Client acknowledges and agrees that the use of the Deliverables shall be subject always to the Client obtaining any and all necessary licences and consents from the relevant underlying rights owner.

11. Subject to Client’s payment of the full Fees, the Studio also hereby waives any so-called moral rights, rights of authors and any similar rights.

12. The Client grants the Studio a royalty free, non-exclusive licence to use, modify, exploit and distribute any materials the Client provides to the Studio or provided to the Studio on the Client’s behalf for the Studio to provide the Services.

13. All physical equipment supplied by the Studio in connection with the Services to the Client and all Intellectual Property Rights therein will belong to and vest in the Studio (or the Studio’s licensor) and the Client is loaned and / or granted a non-exclusive license to use them solely as necessary for the purpose of this Agreement, and the Project. Following completion of the Project the Client will return the same to the Studio and cease all and any use thereof unless agreed by the Studio in writing.

14. Notwithstanding the foregoing, the Client agrees that the only use it shall be entitled to make of the Project and Services is as per the use set out in the Statement of Work. Unless expressly agreed in writing by the Studio, the Client agrees not to use the Services to: (i) train machine-learning tools; or (ii) create an artificial synthetic reproduction or digital imitation of the Services by way of digitisation, synthetisation, simulation or image cloning.

15. The Studio shall be granted a first right of refusal to provide the Studio’s services for any iteration, further versions or derivatives of the Project or further R&D phases of the Project (“Option”). The Client shall give the Studio fifteen (15) days to either accept or decline the Option and upon the Studio’s acceptance, the parties shall negotiate in good faith the terms of the Company’s provision of services. Should the parties not agree on such terms within thirty (30) days or should the Studio decline the Option, the Client shall be entitled to offer the services to any third party provided those are on the same terms as offered to the Studio. Any change to these terms shall be offered to the Studio first via the same process as the initial Option.

16. Following the project launch, the Client agrees that the Studio shall be entitled to promote the Services on the Project including filming, recording and taking photographs of the Services and Project and use the Client’s name for the Studio’s own promotional purposes including via the Studio’s social channels, website and for promotional, PR, award show submission digital and marketing purposes. The Client shall upon the Studio’s request provide any recordings, photographs and films of the Services and Deliverables for the Studio to promote and shall ensure that such use by the Studio is fully cleared. All such promotional activities shall be subject to the Client’s approval with such approval not to be unreasonably withheld, delayed or conditioned.

Use of Generative AI

17. Artificial Intelligence tools are now integrated into a majority of software used by creative studios. We believe generative artificial intelligence tools (“AI”) are tools, not solutions. The Client acknowledges and agrees that the Company may elect, in its sole discretion, to make use of AI tools in the course of creation and rendering the Deliverables. The Client hereby releases any and all claims it has or may have against the Company in any way related to the Deliverables, including but not limited to claims related to infringement of copyright, or other intellectual property rights, in and to the Deliverables, as a result of using AI tools. Client hereby indemnifies, saves and holds harmless the Company, its affiliates, successors and permitted assigns against and from all losses, costs, damages, expenses, claims and demands which the Company, its affiliates, successors and/or permitted assigns, may incur or sustain as a result of using the AI tools.

Confidential Information

18. Notwithstanding and without limiting the terms of any written confidentiality or non-disclosure agreement (if any) that both parties sign after or have signed prior to the date of this Agreement, which terms shall be deemed incorporated into this Agreement by this reference, each party agrees to keep all information that each may receive or has received relating to the other or its clients or licensors (such as that relating to guests, clients, products, marketing, business history, financial arrangements, designs, ideas, concepts, rights, future plans, projects and the engagement on or involvement with them) confidential and will not disclose it or any part of it to any third party (or cause or facilitate any such disclosure) without the other’s written permission and will use such information only for the performance of its obligations under this Agreement. Any such information that each party does get, whether electronically or on paper, computer, disk, tape or other device must be returned on completion of the Services or at any time on demand by the disclosing party and the receiving party must not retain any copies of such information.

Performance of Services

19. The Studio warrants that:

a. the Services will materially correspond with the specifications set out in the Statement of Work;

b. the Studio has full capacity and authority to enter into and perform the relevant Services and that the individual agreeing to or signing the Statement of Work is duly authorised to bind the Studio legally;

c. the Services shall be performed with reasonable care and skill; and

d. the Studio shall comply with applicable laws that are applicable to it.

20. Client warrants that:

a. the Studio’s receipt and use of the Client materials in accordance with this Agreement shall not infringe the Intellectual Property Rights and/or data privacy rights of any third party;

b. the Client has full capacity and authority to enter into and perform the relevant Statement of Work and that the individual agreeing to or signing the Statement of Work is duly authorised to bind the Client legally;

c. the Client has all the rights necessary to grant the licence granted under Clause 12; and

d. the Client shall comply with applicable laws that are applicable to it.

21. Any and all warranties not contained in this Agreement that may be implied by applicable law are excluded to the maximum extent permitted by applicable law.

Client obligations

22. The Client agrees that:

a. it shall reasonably cooperate with the Studio in all matters relating to the Services including the delivery of any materials required by the Studio for the provision of the Services;

b. it shall comply with all of the Studio’s reasonable instructions and provide, in a timely manner, such information as the Studio may reasonably require, and ensure that it is accurate and complete in all material respects. It shall provide its approval over the Services by the dates reasonably given to it and shall have a maximum of 1-2x round of approval. The Studio shall not be liable for delays and costs incurred caused by the Client’s failure to comply with this clause;

c. if the Studio’s performance of its obligations are prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees including delayed payment the parties shall work together to mitigate any costs associated with such delay and should it be necessary the parties shall agree additional costs and charges in writing. The Studio shall not be held liable for any such delay.

d. If the Client requires any additional work, reformatting, changes to creative, deviation or amendment to the Statement of Work, including but not limited to a change to the schedule, design direction, technical methodology or script in a way that impacts the Deliverables, workflow and/or volume of work (together the “Changes”), then these Changes shall only apply if agreed between the Parties in writing and signed. In such instances, the Studio shall agree to an extension of time for the performance of the services and an additional fee to cover the costs of such Changes. If such Changes cannot be agreed, the Studio shall be entitled to either: (a) continue providing the Services as initially agreed without those Changes; or (b) terminate this Agreement and invoice for all Services provided to date of termination including all costs and expenses incurred to date of termination.

Project Storage

23. The Studio shall retain the Project files for a duration of 90 days following the end of the Term. Upon the end of the 90 days, the Project files shall be archived. Should those need to be recovered then, a fee of $1,500 USD shall be paid by the Client in advance. The Studio does not guarantee a seamless restoration of Project files beyond the 90-day period. Additional efforts may be required to bring the archived Project up to date with prevailing protocols and standards and the Studio cannot be held responsible for any loss or unrestored files.

24. Seven (7) years following the end of the Term or later if required by applicable law, all Project files and data, including archived files shall be permanently deleted from the Studio’s systems.

25. The Studio reserves the right to maintain the Client contact information for future business endeavours and marketing purposes all subject to applicable data protection regulations and industry best practices.

Cancellation and Postponement

26. If the Services are cancelled or postponed with less than 10 days’ notice prior to the commencement of The Project, the Client shall pay the Studio for all costs incurred or committed to as at the date of the cancellation/postponement.

27. If the Services are cancelled or postponed with more than 10 days’ notice prior to the commencement of The Project, the Client shall pay the Studio for all costs incurred or committed to as at the date of the cancellation/postponement and the Studio shall use all reasonable endeavours to sell the time to third parties and reduce the costs to the Client.

28. In the event of postponement of the Services by the Client, and prior to the recommencement of The Project, in agreement with the Studio, the Parties shall either agree an overage or a new agreement.

29. Invoices under clause 25 and 26 shall be due and payable upon receipt of the invoice.

30. In the event of a partial cancellation of a firm bid Project, the Studio shall credit the Client for costs not incurred or committed, provided that such costs have not been redistributed to accommodate the change in the scope of work and/or management of the cancellation. Credit memos for partial cancellation may be deducted from the Client’s final invoice.

31. The Studio shall have the right to cancel the Project without any liability in the event the Client has breached this Agreement or defaulted on any payment to the Studio.

Termination

32. Either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

a. the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or

b. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

33. If the Studio terminates the Agreement under clause 31, the Client shall pay the Studio the full Fees.

Force Majeure

34. Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control including but not limited to acts of God, terrorism attacks, war, Covid-19, riots, bad weather preventing the Services from going ahead etc. In such instance, the parties shall mitigate damages and try to find suitable alternative solutions including to the extent possible agree new delivery dates for the Services and any required budget changes. Should the parties not agree to an alternative date within thirty (30) days of the force majeure event starting then either party can terminate and, in such instance, the Studio shall be paid the part of the Fees for Services provided to date of termination all expenses and costs incurred and committed to date of termination.

Non-solicitation

35. The Client shall not, without the Studio’s prior written consent, at any time from the signature of the first Order until termination or expiry of all existing Orders and for six months thereafter, directly or indirectly solicit or entice away from the Studio or employ, engage or contract with, or attempt to employ, engage or contract with, any person who is, or has been, engaged as an employee, subcontractor or consultant, of the Studio in the provision of such Services.

Liability

36. Nothing in this Agreement shall limit or exclude either party’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation.

37. Subject to clause 35 of this Agreement, the Studio shall not be liable to the Client for any loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of or damage to goodwill; loss of use or corruption of software, data or information; or any indirect or consequential loss howsoever arising (including in negligence) in relation to this Agreement.

38. Subject to clause 35 of this Agreement, the Studio total liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the total Fees paid by the Client to the Company under the Order to which the claim relates.

39. The Client shall indemnify and hold the Company harmless from any claim, expenses, costs and liabilities the Company incurs due to: (a) a breach of this Agreement by the Client which if remediable has not been remedied within 14 days of receipt of the Company’s written notice; and/or (b) any third party claim that the Client materials infringe any third party rights.

Insurance

40. The Studio shall take out, maintain and keep effective at all times such insurance policies with reputable insurers as are sufficient to protect the Studio against any and all risk as is necessary or usual for loss or liability which may occur or the Studio may suffer arising out of this Agreement.

General

41. Neither party may assign, license, sub-contract or part with any of its rights, duties or obligations under this Agreement without the other party’s prior written consent.

42. Both parties will comply with the applicable requirements of data protection legislation (“Data Protection Law”). The parties acknowledge that the only personal data to be shared between them pursuant to this Agreement are the names and contact information of the parties’ respective staff. In the event it becomes necessary pursuant to Data Protection Law and/or if required by us, you will enter into our further terms relating to data protection and privacy. Where you engage any third parties to carry out any services as part of the engagement hereunder, you shall ensure such third parties will comply with any Data Protection Law.

43. This Agreement may not be varied or modified except in writing and signed by both Parties.

44. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

45. These Terms and Conditions will apply to the exclusion of all other terms and conditions of contract the Client may propose. In the instance of conflict between these Terms and Conditions and a term contained in the Quote, the Quote shall prevail.

46. Nothing in these terms shall be deemed to constitute a partnership, employment or agency relationship between the parties.

47. This Agreement shall be construed in accordance with the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the Courts of England and Wales.

————————————————————————————-

USA TERMS & CONDITIONS OF BUSINESS

The Terms and Conditions as outlined in this document and the provided Statement of Work (defined below), create a binding agreement (together the Terms and Conditions and the Statement of Work being referred to as the “Agreement”) between (“Client”) and Future Deluxe INC with registered address 5844 Perry Drive, Culver City CA 90232 (“Studio”) (each a “party”, collectively the “parties”).

Services

Payment

Intellectual Property Rights

11. Subject to Client’s payment of the full Fees, the Studio also hereby waives any so-called moral rights, rights of authors and any similar rights.

Use of Generative AI

Confidential Information

Performance of Services

19. The Studio warrants that:

a. the Services will materially correspond with the specifications set out in the Statement of Work;

c. the Services shall be performed with reasonable care and skill; and

d. the Studio shall comply with applicable laws that are applicable to it.

20. Client warrants that:

a. the Studio’s receipt and use of the Client materials in accordance with this Agreement shall not infringe the Intellectual Property Rights and/or data privacy rights of any third party;

c. the Client has all the rights necessary to grant the licence granted under Clause 12; and

d. the Client shall comply with applicable laws that are applicable to it.

21. Any and all warranties not contained in this Agreement that may be implied by applicable law are excluded to the maximum extent permitted by applicable law.

Client obligations

22.The Client agrees that:

a. it shall reasonably cooperate with the Studio in all matters relating to the Services including the delivery of any materials required by the Studio for the provision of the Services;

Project Storage

Cancellation and Postponement

29. Invoices under clause 25 and 26 shall be due and payable upon receipt of the invoice.

31. The Studio shall have the right to cancel the Project without any liability in the event the Client has breached this Agreement or defaulted on any payment to the Studio.

Termination

32. Either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

b. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

33. If the Studio terminates the Agreement under clause 31, the Client shall pay the Studio the full Fees.

Force Majeure

Non-solicitation

Liability

36. Nothing in this Agreement shall limit or exclude either party’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation.

Insurance

General

41. Neither party may assign, license, sub-contract or part with any of its rights, duties or obligations under this Agreement without the other party’s prior written consent.

43. This Agreement may not be varied or modified except in writing and signed by both Parties.

46. Nothing in these terms shall be deemed to constitute a partnership, employment or agency relationship between the parties.

47. This Agreement shall be construed in accordance with the laws of California and the parties agree to submit to the exclusive jurisdiction of the Courts of Los Angeles.

————————————————————————————–

AUSTRALIA TERMS & CONDITIONS OF BUSINESS

The Terms and Conditions as outlined in this document and the provided Statement of Work (defined below), create a binding agreement (together the Terms and Conditions and the Statement of Work being referred to as the “Agreement”) between (“Client”) and Future Deluxe PTY with registered address 2/1 Glebe St, Glebe, NSW 2037 (“Studio”) (each a “party”, collectively the “parties”).

Services

Payment

Intellectual Property Rights

11. Subject to Client’s payment of the full Fees, the Studio also hereby waives any so-called moral rights, rights of authors and any similar rights.

Use of Generative AI

Confidential Information

Performance of Services

19. The Studio warrants that:

a. the Services will materially correspond with the specifications set out in the Statement of Work;

c. the Services shall be performed with reasonable care and skill; and

d. the Studio shall comply with applicable laws that are applicable to it.

20. Client warrants that:

a. the Studio’s receipt and use of the Client materials in accordance with this Agreement shall not infringe the Intellectual Property Rights and/or data privacy rights of any third party;

c. the Client has all the rights necessary to grant the licence granted under Clause 12; and

d. the Client shall comply with applicable laws that are applicable to it.

21. Any and all warranties not contained in this Agreement that may be implied by applicable law are excluded to the maximum extent permitted by applicable law.

Client obligations

22. The Client agrees that:

a. it shall reasonably cooperate with the Studio in all matters relating to the Services including the delivery of any materials required by the Studio for the provision of the Services;

Project Storage

Cancellation and Postponement

29. Invoices under clause 25 and 26 shall be due and payable upon receipt of the invoice.

31. The Studio shall have the right to cancel the Project without any liability in the event the Client has breached this Agreement or defaulted on any payment to the Studio.

Termination

32. Either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

b. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

33. If the Studio terminates the Agreement under clause 31, the Client shall pay the Studio the full Fees.

Force Majeure

Non-solicitation

Liability

36. Nothing in this Agreement shall limit or exclude either party’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation.

Insurance

General

41. Neither party may assign, license, sub-contract or part with any of its rights, duties or obligations under this Agreement without the other party’s prior written consent.

43. This Agreement may not be varied or modified except in writing and signed by both Parties.

46.Nothing in these terms shall be deemed to constitute a partnership, employment or agency relationship between the parties.

47. This Agreement shall be construed in accordance with the laws of Australia and the parties agree to submit to the exclusive jurisdiction of the Courts of Australia.