Terms and Conditions

This agreement has been entered into on the date on which the client accepts these Terms and Conditions.

Application of the Terms of This Contract

1. Except as agreed otherwise, the terms of this contract apply to all work or projects (each a “Project”) undertaken by Casual Films Inc (“Casual”) for the client, whether in connection with a quotation provided by Casual, or otherwise.

2. For the avoidance of doubt, the terms of this contract apply to arrangements for employees to be embedded within the client’s team, office or operations as well as to discrete Projects.

3. Any quotation issued to the client incorporates the terms of this contract and is (unless stated otherwise) valid for 30 days from the date of issue. Acceptance of our quotation confirms the client’s acceptance of the terms of this contract.

4. The agreement between Casual and the client in relation to each Project commences on the date of acceptance by the client and terminates on completion of the relevant Project, unless otherwise terminated in accordance with the terms of this contract.

Payment, Fees and Expenses

5. All figures quoted exclude applicable sales tax. 50% of the fees (including applicable sales tax) relating to the Project become due and payable upon acceptance of Casual’s quotation, net 7 days. The client acknowledges that Casual will not proceed with any work (irrespective of any timings set out in the relevant Project Documentation as defined below) until such fees have been received. The remaining 50% of the fees (including applicable sales tax and any applicable expenses to date) relating to the Project become due and payable on completion of the Work in accordance with clause 17 below. Payment terms for these invoices are net 30 days.

6. Casual reserves the right to charge interest at a rate of 2% per month for all invoices unpaid after the due date for payment. Time for payment shall be of the essence. Payment may be made by BACS or cheque. All cheques must be payable to “Casual Films Inc”.

7. In the absence of any statement, formally agreed in writing between Casual and the client, the fee for staff embedded within the client’s team, office or operations shall be as per our rate card.

8. All reasonable expenses (and any applicable taxes) incurred by Casual in providing its services in relation to a Project shall be at the client’s cost. Where possible expenses will be pre-arranged with the client and/or set out in the quotation. In the absence of prior notification of expenses the following rates shall apply: (i) all mileage at $0.50 per km, (ii) overnight stay $200 per person; and (iii) daily subsistence $75. Courier/postage services will be charged at cost. Travel time for journeys over 1 hour will be charged at 75% of the applicable rate set out in the current Rate Card. Work undertaken out of office hours (9am – 5.30pm, Monday to Friday) will be charged at 150% of the applicable rate set out in the current Rate Card.

9. Any additional costs incurred by Casual after commencement of the Project as a result of changes to the scope of the Project, delays caused by the client, cancellation of the Project or additional work required over and above that set out in the Project Documentation (as defined below), shall be paid by the client at the rate of the current Rate Card available on request. In the case of third party costs incurred by Casual, Casual reserves the right to charge a 20% margin on top of the cost to Casual.

The Scope of the Project

10. The scope of the Project, including a Project brief, quotation, plan and schedule as appropriate (together the “Project Documentation”), must be agreed before Casual will commence any work in relation to the Project. Once Casual has commenced work on the Project, reasonable amendments to the Project Documentation requested by the client may be permitted at Casual’s sole discretion.

11. Casual will use its reasonable endeavours to meet the timescales set out in the Project Documentation but the client acknowledges that any such dates are estimates only.

12. Casual reserves the right to refuse to produce or use in relation to any Project any information, content or other material it considers obscene or morally unsuitable or which may breach copyright or other intellectual property rights, or which is libellous, defamatory or otherwise illegal.

The Client’s Obligations

13. The client will make itself and any relevant employees or contractors reasonably available to communicate with Casual and will provide to Casual any material or other information required to complete the Project in accordance with the Project Documentation.

14. The client shall at all times provide appropriate health and safety and security arrangements in relation to a Project, in particular in relation to any filming outside of the United States for which Casual provides crew or equipment. Such arrangements shall be notified to Casual in writing in advance of travel.

15. Because of the nature of Casual’s business, the client may develop a close working relationship with employees and contractors of Casual. The client therefore agrees that, except with the written prior consent of Casual, the client will not, during the term of this agreement and for a period of 6 months following the date of its termination canvass, solicit or approach or cause to be canvassed, solicited or approached for any employment, orders or custom, any person who at any time during the 12 months immediately preceding the receipt date, was an employee or contractor of Casual in relation to a Project. For the avoidance of doubt, this applies to Casual employees embedded in the client’s team, office or operations and Casual employees working on discrete projects.

Delivery and Approval of the Work

16. Casual will deliver to the client a draft of the work specified in the Project Documentation (the “Work”). Any issues in relation to the draft Work must be raised in writing with Casual within 7 days of receipt by the client.

17. The Work will be released by Casual to the client in final form and the relevant Project will be deemed completed once the client has paid the applicable fees in full and the client either (i) approves the draft Work in writing as complete and satisfactory; or (ii) has raised no issues in relation to the draft Work within 7 days of delivery to the client. Casual will not be responsible for any errors or other changes in content in relation to any Work after the final Work has been released to the client.

Intellectual Property Rights

18. All intellectual property rights in materials provided by the client in relation to the Project are owned by the client or its licensors. On completion of the Project and release of the final Work to the client in accordance with clause 17, the client shall own all intellectual property rights in the final Work in the form released to the client and solely for use on the platform(s) or in the format(s) agreed in the Project Documentation.

19. Except as set out in clauses 18, 21 and 23, all intellectual property rights existing or arising in relation to the Project are owned by Casual. Casual does not grant any right or licence, either expressly or by implication, to or for the client or any third party to use any intellectual property rights belonging to Casual or its licensors.

20. Notwithstanding any other clause, Casual only grants the use of third-party-owned materials on a per project basis. For any other use, additional licensing fees must be obtained by the Client.

21. Casual will retain the Rushes containing the raw footage until the end of the month following completion of the Project, after which they may be deleted. Casual may offer delivery of the Rushes to the client upon request.

22. Casual will retain the final Work for 12 months but cannot guarantee data integrity or backup beyond this period.

23. The client agrees that Casual may use the client’s name, logo, and up to 4-minute extracts of the Work for promotional use.

Generative AI

24. The Client acknowledges that Generative AI (GenAI) technology is evolving rapidly and may continue to change in capability and reliability during the course of the engagement.

25. Casual will always disclose when content has been created using GenAI tools, including visual assets (e.g. Google Veo, RunwayML) or synthetic voice (e.g. ElevenLabs, Play.ht). Disclosure may take the form of direct communication, metadata, visible watermarking (e.g. SynthID), or delivery documentation.

26. Casual shall use commercially licensed GenAI platforms for the generation of content. Unless otherwise agreed in writing, Casual may use tools such as RunwayML, Google Veo, Adobe Firefly, or other industry-recognised services that allow commercial usage of generated output. However, the Client acknowledges that such platforms may be trained on publicly available data, and copyright ownership of GenAI outputs may not be guaranteed or universally recognised under all jurisdictions.

27. The Client agrees that it is solely responsible for:

    a. Final review and approval of any GenAI-generated content prior to distribution or publication;

    b. Evaluating and assuming any legal or reputational risks associated with the use, reuse, or public presentation of GenAI outputs;

    c. Ensuring that content is not misleading, infringing, or unlawful when used in any external context.

28. Where the Client instructs Casual to use a specific GenAI platform not normally employed by Casual (e.g., open-source or non-commercial tools), the Client:

    a. Accepts full responsibility for all IP, copyright, ethical or reputational risks associated with the output;

    b. Agrees to indemnify and hold Casual Films harmless from any claims, damages, losses or liabilities arising from the use of that platform.

29. The Client acknowledges that pricing for AI-related work is based on the Smart Casual Rate Card and reflects generation costs only. Creative time, editing, prompt engineering and management are quoted separately. A portion of the AI fee is allocated to purchase generation credits at the start of the project, with the remainder reserved for contingency and margin.

Liability

30. Nothing in this contract shall limit or exclude Casual’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any liability which cannot be excluded or limited by applicable law.

31. Subject to clause 30, Casual shall not be liable to the Client for any indirect or consequential loss or damage, including (but not limited to):

    (i) loss of profit, revenue or business;

    (ii) loss of opportunity or goodwill;

    (iii) loss of anticipated savings or data;

    (iv) business interruption;

    (v) reputational damage arising from the use or misinterpretation of GenAI-generated content.

32. Casual shall not be liable to the extent that it is unable to fulfil its obligations due to circumstances beyond its control, including but not limited to acts of God, war, strike, power failure, internet outages, inability to access cloud tools or platform APIs, or legal/regulatory changes impacting access to GenAI services. Subject to clauses 30–32, Casual’s total liability to the Client in respect of any Project shall be limited to the total fees paid by the Client to Casual in relation to that Project.

Confidentiality

33. Any confidential or proprietary information which is provided to Casual by a client or by Casual to a client will be kept confidential and will not be used or disclosed to any person or entity, except to the extent required for the purposes of this contract or when required to do so by law.

Termination

34. Casual may terminate this agreement in relation to any Project in the event that the client is in material breach of any of its obligations and such breach is not remedied within 30 days of written notice.

35. The client may terminate this agreement in relation to any Project at any time by providing at least 14 days written notice.

36. In the event of termination, the client remains liable to pay for all work and costs incurred up to the date of termination.

Complaints

37. Should the client have cause to complain, Casual will acknowledge any written complaint within 14 days and provide a detailed reply within a further 28 days. During this period, relevant Work and materials should be returned to Casual.

General

38. Casual may use contractors to fulfil its obligations.

39. This contract and Project Documentation form the entire agreement. It supersedes all prior agreements.

40. No delay or failure by Casual to exercise rights will constitute a waiver.

41. No Sales Tax will be charged due to digital exemption. It is the client’s responsibility to assess and pay any Use Tax or other taxes.

42. These terms shall be governed by US law, with exclusive jurisdiction in US courts.

43. By accepting these terms, the client agrees to be added to our mailing list.