Terms of
Service.

The agreement for each project comprises these Terms and the project details agreed in writing, including the applicable quote, invoice and creative brief (“Project Details”).

Project Details must identify the deliverables, number of cuts, total runtime, aspect ratios, included audio and other services, fee, currency, intended use and delivery schedule.

Client accepts the agreement by expressly agreeing in writing, accepting these Terms through the payment page, or paying an invoice that clearly incorporates these Terms, provided these Terms were made available before acceptance.

The person accepting on Client’s behalf confirms that they are authorised to bind Client.

A total runtime does not include an unlimited number of cuts or versions. Deliverable quantities and specifications must be agreed before production begins.

Unless otherwise agreed in writing, 100% of the project fee is payable upfront.

BERO is not required to begin production or confirm a production slot until:

• Payment has cleared;
• The creative brief and deliverable specifications are agreed; and
• Required Client materials, permissions and access have been received.

Fees include ordinary production costs necessary to perform the agreed scope, including ordinary AI generation costs. Additional expenses, purchases or services require Client’s prior written approval.

Invoices are payable by the stated due date. Where no due date is stated, payment is due within seven calendar days.

BERO may suspend work for overdue payments after written notice. Any resulting schedule changes will be communicated to Client.

Fees exclude transaction taxes that BERO is legally required to collect, unless the invoice states otherwise. Each party is responsible for taxes on its own income. If Client must legally withhold tax, it will provide the relevant official evidence and reasonably cooperate with any available relief procedure.

Client bears its sending-bank charges. BERO bears its own payment-processing charges unless otherwise agreed. Any allocation of intermediary bank charges must be stated in the Project Details.

“Client Materials” means content, assets, information and instructions supplied or made available by Client, including logos, brand guidelines, scripts, footage, images, product information, voices and likenesses.

Client retains its rights in Client Materials and grants BERO permission to use and adapt them solely to perform the project and exercise the portfolio rights permitted under Section 9.

Client confirms that it has the permissions required for the agreed use of Client Materials, including any necessary permissions from people whose voice, likeness or personal information is supplied.

Client is responsible for the accuracy and substantiation of Client-provided statements, advertising claims, product details and required disclosures.

Client will appoint one authorised contact to provide consolidated feedback and approvals and will supply usable materials by the agreed dates.

BERO will notify Client of material problems it identifies in supplied materials. Additional work caused by incomplete, incorrect or unsuitable materials requires an approved scope change.

Delivery dates depend on timely payment, materials, feedback and approvals. BERO will promptly communicate material delays and propose an updated schedule.

Unless otherwise stated, the fee includes two consolidated revision rounds within the agreed brief.

One round consists of one coordinated set of written feedback covering all Client stakeholders. BERO will flag additional or conflicting feedback that would require another round before proceeding.

Included revisions may involve editing, pacing, colour, text, audio and reasonable adjustment or regeneration of AI-generated shots consistent with the approved brief.

A change to an approved concept, script or direction, or an additional cut, language, aspect ratio or runtime, may require an additional fee and revised schedule. BERO must obtain Client’s written approval before undertaking that work.

Corrections required because BERO’s work materially fails to meet the agreed brief or technical specifications are made without additional charge and do not count against the included revision rounds.

Client should provide feedback within five business days of each review delivery.

If Client does not respond within ten business days, BERO may issue a written reminder. If no response is received within a further five business days, BERO may treat that delivery as accepted. Public commercial use also constitutes acceptance of the relevant deliverable.

Acceptance does not waive rights concerning hidden defects, confidentiality breaches or covered third-party claims.

Client acknowledges that BERO uses AI-assisted production, which may include image and video generation, synthetic voice, audio processing, enhancement and editing tools.

BERO remains responsible for exercising reasonable skill and care, reviewing its output and meeting the agreed brief. Use of AI does not excuse material non-conformities.

AI-generated elements may not be unique, and similar output may be generated independently for others. BERO does not guarantee that every element qualifies for copyright protection or exclusive ownership.

BERO will use tools on terms permitting the agreed commercial use. Material restrictions affecting Client’s intended use must be disclosed before Client approves the affected material for inclusion.

Approved AI service providers. By accepting these Terms, Client authorises BERO to use AI services provided by OpenAI, Anthropic and Google, and to submit Client Materials to those services only to the extent reasonably necessary to perform the agreed project, subject to the confidentiality and data-use safeguards in these Terms. Separate approval is not required for those providers. Use of any additional external generative AI provider to process Client Materials requires Client’s prior written approval.

Client may request provider restrictions before work begins, which must be agreed in writing. Restrictions introduced after work begins may require an agreed adjustment to scope, fees or schedule.

BERO will explain any material training or retention settings relevant to confidential materials. Such materials will not be submitted to a service that may use them for general model training without Client’s specific written consent.

BERO will not use Client’s confidential materials to train or fine-tune models for unrelated purposes without separate written consent.

Voice cloning, replication of an identifiable person’s likeness, or processing personal data beyond ordinary project administration requires agreement on the necessary permissions and safeguards before that activity begins.

Final deliverables are the completed files expressly identified for final delivery (“Final Deliverables”).

BERO will provide them in the agreed formats by download link or another agreed method. Links will remain available for at least 30 days. Client is responsible for downloading and retaining its files.

Source files, prompts, generation histories, model configurations and editable project files are not included unless expressly agreed.

Music, stock footage, fonts and other third-party materials remain subject to their applicable licences.

BERO will obtain rights sufficient for the intended use disclosed in the Project Details. Material restrictions on territory, duration, media or distribution must be disclosed before Client approves inclusion of the affected material and summarised on delivery.

If Client subsequently expands the intended use, additional licences may be required at Client’s expense, subject to prior approval.

BERO is not obliged to retain project files indefinitely. Any retained confidential materials remain protected under Section 8.

Subject to full payment and final delivery, BERO will transfer to Client all intellectual property rights that BERO owns and can assign in the Final Deliverables, worldwide, for the duration of those rights.

BERO will provide a signed written assignment identifying Client and the Final Deliverables upon full payment and delivery, at no additional charge, unless an adequate signed assignment is already in place.

Pending that assignment, following full payment and delivery, BERO grants Client a worldwide, royalty-free licence to use, reproduce, distribute, display and adapt the Final Deliverables for the agreed purposes, subject to disclosed third-party restrictions.

The transfer excludes:

• Client Materials, which remain Client’s;
• Third-party materials governed by their own licences;
• BERO’s retained materials described below; and
• Rights that do not exist or that BERO does not own or cannot transfer.

The use of AI does not itself exclude any rights BERO actually owns and can assign in its human creative contributions.

BERO retains its pre-existing or independently developed tools, software, workflows, methods, templates, models and working files. To the extent BERO-owned retained materials are embedded in a Final Deliverable, Client receives a perpetual, worldwide, non-exclusive, royalty-free licence to use them as part of that deliverable and adaptations of it, but not to extract and commercialise them separately.

BERO will obtain contributor agreements necessary to provide the rights promised in this section, including legally available moral-rights waivers or consents where necessary.

Drafts and rejected concepts are supplied for review only and may not be commercially used without written permission.

Each party will protect the other’s non-public business, technical and creative information using reasonable care and use it only to perform the project.

Disclosure is permitted only to personnel, contractors and approved service providers who need access and are subject to appropriate confidentiality obligations. External AI services remain subject to Section 5.

Confidential information does not include information the recipient can demonstrate was already lawfully known, independently developed, lawfully received without restriction, or made public without breach.

Disclosure required by law is permitted, limited to what is required and with advance notice where lawful.

These obligations continue for three years after the project ends. Trade secrets remain protected while they qualify as trade secrets. Unreleased Client content remains confidential until Client publicly releases it or authorises disclosure.

On written request, each party will return or delete the other’s confidential materials within 30 days, except for legally required records and routine backups retained securely until overwritten. Retained information remains protected and may not be used for another purpose.

After Client publicly releases a Final Deliverable, BERO may display that released work and stills from it on its website, showreel, social channels and private presentations to demonstrate its work.

BERO may identify Client in connection with that work but may not imply endorsement or disclose confidential information.

Unreleased work may be displayed only with Client’s prior written consent. Time passing alone does not authorise publication.

BERO will remove portfolio material from channels under its control within ten business days of Client’s written request and stop further distribution under its control.

BERO is not required to retrieve copies independently published by third parties.

The Project Details may exclude portfolio use.

Each party confirms that it has authority to enter into the agreement.

BERO warrants that it will perform with reasonable skill and care, obtain the rights it expressly promises, and not knowingly incorporate infringing material.

Client warrants that it has the permissions necessary for BERO’s agreed use of Client Materials and that Client-provided claims and instructions are lawful.

Client is responsible for legal and regulatory approval of its campaign, including advertising claims and required disclosures. BERO remains responsible for following approved instructions and for its own conduct.

BERO does not guarantee commercial results, audience response, platform approval, revenue or advertising performance.

Subject to Section 12, BERO will defend and indemnify Client against third-party intellectual property claims to the extent caused by BERO’s breach of its express warranties or failure to obtain rights promised in Section 7.

Subject to Section 12, Client will defend and indemnify BERO against third-party claims to the extent caused by Client’s breach of its warranties concerning Client Materials or Client-provided claims.

Neither obligation covers a claim to the extent caused by the protected party’s unauthorised modifications, use outside the agreed scope or own breach.

The protected party must promptly notify the other, permit it to control the defence with competent counsel, and reasonably cooperate at its expense. No settlement may impose an admission, non-monetary obligation or unreimbursed payment on the protected party without its written consent.

Client may cancel by written notice.

On cancellation, BERO may retain or charge:

• The reasonable value of work actually performed, based on any agreed milestone allocation or rates; otherwise, a reasonable proportion of the project fee supported by completed work; and
• Client-approved, non-cancellable third-party costs, without double counting costs already included in the value of completed work.

BERO will take reasonable steps to reduce avoidable costs and provide an itemised calculation.

Cancellation charges may not exceed the agreed project fee plus separately approved expenses and scope changes.

Advance payment is not automatically non-refundable. BERO will refund the amount exceeding applicable cancellation charges within 14 calendar days of cancellation.

If Client does not provide required materials or feedback for 30 consecutive days, BERO may give a further seven days’ written notice and then close the project under these cancellation rules if the delay continues.

Either party may terminate for a material breach that remains uncured 14 days after written notice describing it.

If BERO cancels for its own convenience, or Client terminates for BERO’s uncured material breach, Client pays only for conforming, usable deliverables it elects to retain and their associated approved costs. BERO will refund the balance within 14 calendar days.

Rights in completed deliverables retained and paid for on cancellation are handled under Section 7. No rights in unfinished work transfer unless separately agreed.

To the fullest extent permitted by law, each party’s aggregate liability arising from a project is limited to the total project fees paid or payable.

For breaches of confidentiality and indemnity obligations under Section 10, the aggregate limit is instead twice the total project fees paid or payable.

These limits are not cumulative. The maximum aggregate liability for all capped claims relating to a project is twice the project fees.

Neither party is liable for indirect or consequential losses, or lost profits, revenue, business opportunities or anticipated savings.

Amounts payable to third parties under a covered indemnity are not excluded merely because they include such losses, but remain subject to the applicable cap.

These restrictions do not limit Client’s obligation to pay properly due fees, BERO’s obligation to return unearned advance payments, liability for fraud or wilful misconduct, or liability that cannot lawfully be limited.

Neither party is responsible for delay caused by events beyond its reasonable control if it promptly informs the other and takes reasonable steps to mitigate the impact.

BERO will use reasonable alternatives if a production service becomes unavailable. Ordinary generation failures or foreseeable production difficulties do not automatically excuse performance.

If the project cannot reasonably resume within 30 days, either party may terminate. Client pays for usable completed deliverables it elects to retain and approved, non-recoverable third-party costs, without double counting. BERO will refund the remaining advance payment within 14 calendar days.

Independent contractor. BERO is an independent contractor and may engage qualified subcontractors, remaining responsible for their work and compliance with the agreement.

Governing law. The agreement is governed by New York State law, excluding its conflict-of-law rules. State and federal courts located in New York County, New York have exclusive jurisdiction.

Disputes. Before commencing proceedings, the parties will attempt in good faith to resolve a dispute through authorised representatives for at least 15 business days following written notice. This does not prevent urgent injunctive relief.

Notices. Notices and approvals may be sent to the project contacts’ email addresses. Notices take effect on the next business day after sending, provided no delivery-failure notification is received.

Business days. Business days are Monday through Friday, excluding public holidays in England.

Priority. A separate agreement or amendment signed by both parties prevails over these Terms. Agreed Project Details prevail concerning scope, fee and schedule. Changes to ownership, liability limits or governing law must expressly identify the provision changed and be signed by authorised representatives. A mutually executed NDA prevails concerning confidentiality where it conflicts.

Purchase orders. Client purchase-order or vendor terms do not amend the agreement unless BERO expressly accepts them in writing.

Version. The version of these Terms provided and accepted for the project applies throughout that project. Later website updates do not amend an existing agreement.

Entire agreement. These Terms and the agreed Project Details constitute the entire agreement concerning the project and replace prior discussions on the same subject.

Severability. If a provision is unenforceable, the remainder continues in effect.

Survival. Provisions concerning accrued payments, refunds, ownership, confidentiality, permitted portfolio use, indemnities, liability and disputes survive completion or termination as applicable.