Terms of Business

 

1. Introduction​

These Terms of Business (“Terms”) set out the basis on which Carolina Mizrahi Studio Limited, trading as CM STUDIO, incorporated and registered in England and Wales (Company No. 14423134) and whose registered office is at 42 Dowland Street, London W10 4UF (“CM STUDIO”, “we”, “us”, or “our”), provides creative, production, and consultancy services to its clients (“you” or “your”).
Each project or engagement between CM STUDIO and you will be defined in a written Confirmation (also called a project proposal, quote, or agreement) setting out the scope of work, fees, deliverables, usage rights, and timelines. By accepting the Confirmation or proceeding with any commissioned work, you agree to these Terms, which together form a legally binding agreement (the “Agreement”).​​

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2. Services​

We will deliver the services (“Services”) described in your Confirmation with due care, skill, and diligence, consistent with recognised UK industry standards.
In providing the Services, we will:

• Use appropriately skilled and experienced personnel and collaborators.

• Obtain all necessary licences, permissions, and consents required for production.

• Ensure deliverables are produced to the specifications set out in the Confirmation.

• Comply with all applicable UK laws, health and safety regulations, and any reasonable client policies provided in writing before the start of the engagement.

• If a named artist or creative becomes unavailable, we will make reasonable efforts to provide a suitable replacement with equivalent skill and experience.​​​

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3. Client Obligations​

You agree to:

• Cooperate fully and promptly with us in all matters relating to the Services.

• Provide timely access to locations, materials, data, or personnel as reasonably required.

• Supply accurate information and approvals in a timely manner to avoid project delays.

• Comply with all applicable health, safety, and location access requirements.

• Obtain any necessary rights, licences, or consents for materials you provide to us.

• Make all payments promptly and in accordance with the agreed terms.
  Failure to comply with the above may result in delays, rescheduling costs, or additional fees.​​

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4. Fees and Payment​

• Fees are set out in each Confirmation and are exclusive of VAT unless stated otherwise.

• Upon accepting a Confirmation, an Advance Payment (non-refundable) may be required to secure suppliers, artists, freelancers, and production resources. Delay in payment may impact scheduling and delivery.

• We may invoice additional third-party costs (such as couriers, materials, studio hire, models, or licensing) at cost plus 15% to cover handling and administration.

• All invoices are due within 30 days of the invoice date unless otherwise specified.

• Late payments will incur statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 — 8% above the Bank of England base rate, plus reasonable recovery costs.

• In the event of non-payment, CM STUDIO reserves the right to:

  • Suspend or cancel ongoing work.

  • Retain all deliverables, files, and intellectual property until full payment is received.

  • Recover any outstanding amounts and legal costs through formal collection procedures.

• A final balance invoice (if applicable) must be paid within seven (7) days of issue.

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4.1 Client Responsibility for Third-Party Fees​

Where CM STUDIO engages freelancers, crew, or suppliers on behalf of the Client, the Client remains financially responsible for all such third-party fees. CM STUDIO acts as a creative coordinator and producer, not as the employer of any freelancer.
Any dissatisfaction or dispute between the Client and a freelancer does not entitle the Client to reduce or withhold payment from CM STUDIO.

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4.2 Fee Adjustments and Variations​

If a client-initiated change, creative revision, or quality concern arises, CM STUDIO may negotiate adjustments with freelancers or suppliers in good faith. Any written agreement (including by email or WhatsApp) to vary fees shall be legally binding.​​

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5. Cancellation and Postponement​

• Cancellations made eight (8) or more business days before the start date will result in a full refund of fees paid, excluding the non-refundable Advance.

• Cancellations made within seven (7) business days of the scheduled start date will be charged 100% of the total fee.

• Postponements due to weather or unforeseen circumstances will be charged as follows:

  • 100% of the fee if postponed on location day due to weather.

  • 50% of the fee if postponed before departure to location.

• Clients may postpone an engagement up to two times per year by giving at least 14 days’ notice in writing.

• CM STUDIO will make every reasonable effort to accommodate rescheduling requests but cannot guarantee availability.

• A 15% administration fee may apply to postponed or rescheduled engagements.

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6. Intellectual Property & Usage Rights​

• Unless otherwise agreed in writing, CM STUDIO retains all Intellectual Property Rights (including copyright) in all creative works, concepts, designs, imagery, photography, and production materials created during the engagement.

• Upon full payment of fees, you are granted a non-exclusive, non-transferable licence to use the final deliverables solely for the usage period, territory, and media agreed in the Confirmation.

• Any additional use (extended territories, longer usage periods, or alternative media) must be agreed in writing and may incur additional licensing fees.

• CM STUDIO reserves the right to use any deliverables, behind-the-scenes content, or stills from the project for its own promotional purposes, including on its website, social media, and showreel, unless otherwise agreed in writing.

• We retain the right to object to any derogatory treatment of our creative work.

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7. Freelancers and Suppliers​

• All freelancers engaged by CM STUDIO are independent contractors. CM STUDIO is not responsible for delays, errors, or omissions caused by third-party contractors, provided reasonable supervision and direction have been exercised.

• The Client agrees not to directly approach, solicit, or engage any CM STUDIO freelancer, supplier, or subcontractor for a period of twenty-four (24) months from the last date of collaboration without written consent.

• Breach of this clause will trigger liquidated damages of five thousand pounds (£5,000), representing loss of business and reputational harm.

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8. Confidentiality & Data Protection​

• Both parties agree to maintain the confidentiality of all commercially sensitive information received during the engagement.

• CM STUDIO complies with the UK Data Protection Act 2018 and GDPR. Personal data will be processed only for the purposes necessary to fulfil our contractual obligations.

• Each party will take reasonable technical and organisational measures to protect all personal and confidential data.

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9. Liability​

• CM STUDIO’s total liability for any claim arising out of or in connection with these Terms shall be limited to the total fees paid for the relevant engagement.

• We are not liable for any indirect, incidental, or consequential loss, including loss of profits, contracts, or goodwill.

• CM STUDIO is not liable for payment delays or shortfalls caused by client non-payment or failure to meet contractual obligations.

• Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be lawfully excluded.

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10. Conduct, Professional Standards & Breach​

• All parties working under CM STUDIO (including freelancers and client representatives) are expected to maintain professional behaviour on set and during production.

• CM STUDIO reserves the right to remove or replace any individual whose conduct is disruptive or unprofessional.

• If the Client’s behaviour or decisions cause material delay or cost, CM STUDIO may suspend work or charge additional fees.

• CM STUDIO may withhold payment to any freelancer who fails to meet the agreed professional standard, scope, or communication protocol.

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11. Force Majeure​

CM STUDIO shall not be liable for delay or failure to perform its obligations if such delay or failure results from causes beyond its reasonable control, including fire, flood, extreme weather, acts of government, pandemic, strike, or failure of suppliers.
If the delay continues for more than ninety (90) days, either party may terminate the Agreement with fourteen (14) days’ written notice.

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12. Termination​

Either party may terminate the Agreement with immediate effect by written notice if:

• The other party commits a material breach and fails to remedy it within fourteen (14) days.

• The other party becomes insolvent or ceases business operations.

• Non-payment of fees persists beyond the payment deadline.
  Upon termination, CM STUDIO retains ownership of all work until full settlement of outstanding invoices.

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13. Dispute Resolution​

Both parties agree to attempt to resolve any disputes through negotiation or mediation before initiating legal proceedings.
All disputes are subject to the exclusive jurisdiction of the courts of England and Wales.

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14. Publicity​

Unless agreed otherwise, CM STUDIO may reference the client’s name and use imagery, campaign materials, or behind-the-scenes content from the project for marketing and portfolio purposes.

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15. General Provisions​

• Variation: Any amendments to these Terms must be agreed in writing by both parties.

• Waiver: No failure to exercise any right or remedy shall constitute a waiver of it.

• Severance: If any provision is held invalid, the remaining provisions shall remain enforceable.

• Assignment: Neither party may transfer its rights or obligations without prior written consent.

• Relationship: Nothing in these Terms creates a partnership or joint venture.

• Third-Party Rights: No third party has any rights to enforce these Terms.

• Notices: All notices must be in writing and delivered by email or post to the addresses specified in the Confirmation.

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16. Governing Law​

These Terms and any disputes arising under them shall be governed by the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.

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17. Definitions​

Advance Payment – The upfront payment required to secure production resources.
Business Day – Any day except Saturday, Sunday, or public holidays in England.
Confirmation – The written agreement detailing the project scope, fees, and deliverables.
Deliverables – The creative output produced by CM STUDIO under the Services.
Intellectual Property Rights – Copyrights, trademarks, moral rights, and all other rights relating to creative works.
Services – All creative, production, and consultancy work undertaken by CM STUDIO.

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© CM STUDIO. All rights reserved.

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