1. Purpose and Application

These Terms & Conditions (“Terms”) govern the provision of creative services by Lavie Studios Ltd (“Lavie”, “we”, “us” or “our”) to the individual, business or organisation engaging us (“Client”, “you” or “your”). They apply together with the quotation, proposal, invoice, statement of work or project agreement issued for the relevant engagement (“Project Agreement”). If there is a conflict, the Project Agreement prevails only to the extent of that conflict.

Acceptance occurs when the Client signs or otherwise accepts the Project Agreement, quotation or proposal, makes the required commencement payment, or instructs Lavie Studios Ltd in writing to commence. The person accepting on behalf of an organisation confirms that they have authority to bind that organisation.

2. Services and Scope

Lavie Studios Ltd will provide only the services and deliverables expressly stated in the Project Agreement. Requests outside that scope are additional work and may require a revised fee and timeline.

The Client’s approval of a scope does not oblige Lavie Studios Ltd to perform services that were not included merely because they are related to the project.

3. Fees, Payment and Expenses

Fees, payment milestones and due dates are stated in the Project Agreement. Unless otherwise agreed, Lavie Studios Ltd is not required to commence work until the required commencement payment has cleared.

Third party or production costs, including printing, fabrication, stock assets, specialist licences, photography, videography, logistics, venue costs, media spend and similar expenses are payable by the Client where they are outside the agreed fee.

If an invoice becomes overdue, Lavie Studios Ltd may pause the project, withhold delivery, reschedule the work and/or recover reasonable costs caused by the delay. A pause caused by non-payment does not preserve the original delivery date.

4. Client Responsibilities

The Client must provide accurate information, content, approvals, access and other materials reasonably required for the project. The Client is responsible for ensuring that materials it supplies may lawfully be used.

The Client should appoint an authorised decision-maker or a consolidated feedback process. Lavie Studios Ltd is not responsible for delays caused by late, fragmented or contradictory feedback.

5. Timelines, Delays and Project Pauses

Any timeline provided by Lavie Studios Ltd is dependent on timely Client input, payment and approvals. Client-caused delays, scope changes, third-party issues or events outside Lavie Studios Ltd’s reasonable control may move the delivery date.

Where a Client pauses or becomes unresponsive on a project, Lavie Studios Ltd may suspend the project and release the production capacity reserved for it. Resumption is subject to Lavie Studios Ltd’s availability and may require a revised schedule and, where additional work or resourcing is necessary, additional fees.

6. Revisions and Change of Brief

The number of included revision rounds will be stated in the Project Agreement. A revision is a reasonable modification to an existing direction based on feedback; it is not a request for a fundamentally new direction, new deliverable, new objective or redesign of work previously approved.

A material change to the brief, audience, objective, deliverables or creative direction is a change of scope. Lavie Studios Ltd may quote and obtain approval for additional work before proceeding.

Client feedback should be consolidated where practicable. Repeated or conflicting feedback from multiple stakeholders may affect the timeline and may be treated as additional work where it exceeds the agreed scope.

7. Review and Approval

The Client is responsible for reviewing names, dates, figures, addresses, copy, legal statements, specifications and other factual information before approval. Approval may be given by email, WhatsApp, a project platform, signed document or another agreed written channel.

Once a deliverable is approved, later changes may be chargeable. Lavie Studios Ltd is not responsible for errors contained in information supplied or expressly approved by the Client.

8. Intellectual Property

Unless otherwise agreed in writing, copyright and other intellectual-property rights in original work created by Lavie remain with the relevant rights holder until the agreed transfer or licence takes effect. Under Nigeria’s Copyright Act 2022, an assignment or exclusive licence of copyright must be in writing; ownership of the physical material containing a work does not by itself transfer copyright.

For a completed project, the Client receives only the ownership or licence expressly stated in the Project Agreement. Where the agreement provides for transfer of specified copyright, the transfer takes effect only after full payment of all amounts due for that project, unless expressly agreed otherwise.

Unused concepts, rejected directions, drafts, explorations and internal working materials remain Lavie Studios Ltd’s property unless the Project Agreement expressly states otherwise.

Lavie Studios Ltd retains ownership of its pre-existing tools, methods, frameworks, templates, know-how and reusable systems. The Client does not acquire those underlying assets merely because they contribute to a final deliverable.

9. Source and Editable Files

Editable or source files are included only where expressly listed in the Project Agreement. Exported final assets do not automatically include working files. Lavie Studios Ltd may withhold final source files and other final handover materials until all amounts due have been paid.

10. Third-Party Materials

Fonts, stock images, music, footage, plugins, templates, software, AI services and other third-party materials remain subject to their own licences and terms. The Client is responsible for any licence or usage restriction that applies specifically to its intended use unless the Project Agreement states that Lavie Studios Ltd is responsible for obtaining it.

The Client warrants that materials it supplies do not knowingly infringe third-party rights and will indemnify Lavie Studios Ltd against third-party claims arising from the Client’s unauthorised materials, except to the extent caused by Lavie’s own breach or negligence.

11. AI and Creative Technology

Lavie Studios Ltd may use artificial-intelligence and other creative technologies for research, ideation, production, editing or workflow support. Lavie Studios Ltd remains responsible for applying human creative judgement and reasonable quality control to deliverables.

Where third-party AI or creative technology imposes material usage, licensing or ownership limitations that Lavie Studios Ltd reasonably identifies, Lavie Studios Ltd will communicate those limitations where they affect the Client’s intended use. Lavie Studios Ltd will take reasonable measures not to submit Client confidential information to public AI systems where such submission would be inappropriate.

12. Confidentiality

Each party will use reasonable care to protect confidential information received from the other party and will use it only for the engagement, except where disclosure is required by law or reasonably necessary to authorised project personnel or service providers.

Information that is already public, independently developed, lawfully received from another source, or required to be disclosed by law is not confidential for this purpose.

A separate Non-Disclosure Agreement may be used where a project requires obligations beyond this clause.

13. Portfolio and Publicity

Unless the Project Agreement or a written confidentiality arrangement states otherwise, Lavie Studios Ltd may display completed work in its portfolio, website, social media, presentations, award submissions and case studies. Lavie Studios Ltd will not intentionally publish information identified in writing as confidential before the agreed release date.

14. Privacy and Personal Data

Lavie Studios Ltd may process personal data reasonably necessary to communicate with Clients, administer projects, provide services, process payments, maintain business records, comply with legal obligations and protect legitimate business interests. Lavie Studios Ltd will process personal data in accordance with applicable Nigerian data protection requirements, including the Nigeria Data Protection Act 2023, and its Privacy Policy.

Where Lavie Studios Ltd processes personal data on a Client’s behalf as a processor, the parties may agree additional processing instructions, security requirements and data-handling terms appropriate to the engagement.

15. Cancellation and Termination

The Client may request cancellation in writing. Cancellation does not automatically create a right to a full refund. The Client remains responsible for work completed, time committed where properly chargeable, approved expenses, non-recoverable third-party costs and other amounts due under the Project Agreement.

Lavie Studios Ltd may suspend or terminate an engagement for material non-payment, material breach, unlawful instructions, abusive or threatening conduct, or circumstances that make continued performance unreasonable. Where practicable, Lavie Studios Ltd will provide notice and an opportunity to remedy a remediable breach.

16. No Guarantee of Commercial Results

Lavie provides creative and strategic services, not guaranteed commercial outcomes. Unless expressly agreed in writing, Lavie Studios Ltd does not guarantee a particular level of sales, engagement, reach, profit, funding, conversion, media attention or other business results.

17. Production and Third-Party Suppliers

Where Lavie Studios Ltd coordinates printing, fabrication, installation, logistics or other third-party production, Lavie will use reasonable care in coordination but is not responsible for the independent acts, omissions, delays or failures of third-party suppliers. Production specifications and proofs requiring Client approval must be checked by the Client before approval.

18. Limitation of Liability

To the maximum extent permitted by applicable law, Lavie Studios Ltd will not be liable for indirect, consequential, special or loss of profit claims arising from a project. Subject to liabilities that cannot lawfully be limited, Lavie’s aggregate liability arising from a project will not exceed the total professional fees actually paid to Lavie Studios Ltd for that project.

Nothing in these Terms excludes liability that Nigerian law does not permit a party to exclude or limit.

19. Indemnity

The Client will indemnify and hold Lavie Studios Ltd harmless from third-party claims, losses and reasonable costs arising directly from the Client’s breach of these Terms, unlawful instructions, or materials supplied by the Client that infringe a third party’s rights, except to the extent the claim results from Lavie Studios Ltd’s own breach, negligence or wilful misconduct.

20. Force Majeure

Neither party is liable for delay or failure caused by circumstances reasonably beyond its control, including serious power or telecommunications failures, natural disasters, government restrictions, public emergencies, civil unrest, major cyber incidents or widespread technology failures. The affected party will notify the other where reasonably practicable.

21. Dispute Resolution and Governing Law

The parties will first attempt in good faith to resolve a dispute through direct discussion. If unresolved, the parties may agree to mediation or another appropriate alternative dispute-resolution process before commencing formal proceedings.

These Terms and the relevant Project Agreement are governed by the laws of the Federal Republic of Nigeria. The Project Agreement may specify the appropriate court or agreed dispute-resolution forum for the engagement.

22. General

These Terms, together with the applicable Project Agreement and written variations, form the agreement between the parties for the relevant engagement.

A waiver of one breach does not waive a later breach. If a provision is held invalid or unenforceable, the remaining provisions remain effective to the extent permitted by law.

No amendment to scope, fees, ownership or material commercial terms is binding unless recorded in writing and accepted by the parties.

23. Acceptance

By signing or otherwise accepting the applicable Project Agreement, quotation or proposal, or by instructing Lavie to commence after receiving these Terms, the Client confirms that it has read and accepts these Terms.