TERMS AND CONDITIONS OF PROPOSAL
Sugar Hammock Studio ("the Studio") – Proposal to Starpowa ("the Client")

1. Scope and Fees

1.1 The fee of £750 (exclusive of VAT, where applicable) ("the Fee") relates solely to the following deliverables: five (5) still photographic images and one (1) teaser video of three (3) to five (5) seconds' duration ("the Deliverables").

1.2 Any additional services, deliverables, revisions, usage rights or amendments to the scope requested by the Client shall be subject to a separate written quotation. The Fee may be varied accordingly, and no additional work shall commence until the Client has approved the revised Fee in writing.

2. Confidentiality and Proprietary Concepts

2.1 All creative concepts, ideas, treatments, moodboards, visual directions and proposals communicated by the Studio to the Client, whether in writing, orally or otherwise ("the Proposed Materials"), are confidential and constitute the intellectual property of the Studio.

2.2 The Proposed Materials are disclosed solely and exclusively for the Client's evaluation and for no other purpose. Unless and until a written agreement is executed between the parties, no licence or other right in the Proposed Materials is granted to the Client.

2.3 The Client undertakes that it shall not, without the prior written consent of the Studio:
(a) disclose, circulate or share the Proposed Materials with any third party;
(b) engage, brief or instruct any other photographer, studio, agency or creative service provider to reproduce, imitate, adapt, modify, develop or otherwise use the Proposed Materials, in whole or in part; or
(c) input, upload or otherwise make available the Proposed Materials to any artificial intelligence, generative or machine-learning tool or system, including for the purpose of generating, reproducing, adapting or training on any content derived from them.

2.4 Should the parties enter into an agreement, the Proposed Materials and the Deliverables shall be used solely and exclusively by the Client, and the restrictions in clause 2.3 shall continue to apply to them.

2.5 The Client acknowledges that damages alone may not be an adequate remedy for breach of this clause 2, and that the Studio shall be entitled to seek injunctive or other equitable relief in addition to any other remedy available to it.

2.6 This clause 2 shall survive the expiry or termination of any discussions or agreement between the parties.

3. Acceptance

Receipt of the Proposed Materials and any continued discussion with the Studio constitute the Client's acceptance of these terms.