Terms of Service 2026

Definitions

• "Business Day" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

• “Client” shall mean the person, firm, agency or company to whom the Proposal and/or Quote is issued;

• “Contract” means the contract between Thread and the Client which is constituted by the Proposal, the Quote and these Terms of Service;

• "Deliverables" means the final edited outputs of the Services to be provided by Thread to the Client as specified in the Proposal, including (as applicable) films, videos, podcasts, photographs, storyboards and/or other written materials, but excluding any Underlying Materials (as defined in the Intellectual Property clause);

• “Fee” means the total fee set out in the Quote (or, where applicable, the Further Estimate);

• “Further Estimate” means any revised or supplementary estimate issued by Thread to the Client in accordance with the Payment clause, including any estimate issued in respect of changes to or additional Services requested by the Client;

• “Production Schedule" means any planned dates, times and locations for the preparation, production and post-production of the Deliverables as set out or referred to in the Proposal. 

• “Proposal” means the written proposal issued by Thread to the Client describing the Services to be provided, which may take the form of an email, a written document or a pitch deck (as Thread deems appropriate to the relevant project);

• “Services" means the production and related services to be provided by Thread to the Client as described in the Proposal, including (as applicable) pre-production, filming, recording, editing, post-production and/or consulting services;

• “Thread” shall mean Grisly Limited trading as Thread Studios whose registered office is 49 Station Road, Polegate, East Sussex, England, BN26 6EA and whose registered number is 09210578; and

• "Quote" means the costed quote issued by Thread to the Client via Thread's accounting platform setting out the Fee and any associated payment terms for the Services described in the Proposal, which shall be valid for 7 days from its date of issue unless otherwise stated on its face.

Engagement

• Thread will send the Client a Proposal and a Quote, which together constitute Thread's offer to enter into an agreement incorporating these Terms of Service. Each Proposal and Quote issued by Thread is issued subject to, and incorporates by reference, these Terms of Service.

• The Quote shall be valid for the period stated on its face (or, if no period is stated, 7 days from its date of issue). 

• Thread's offer will be deemed accepted, and a Contract formed, on the earlier of (i) the Client providing written confirmation of acceptance by email within the validity period of the Quote; or (ii) the Client paying any sums due under the Quote within that period. 

• If the Client does not accept Thread's offer within the validity period of the Quote, the offer shall lapse automatically, and Thread shall be under no obligation to provide the Services on the terms of the lapsed Proposal and Quote.

Working Hours

• The standard daily, hourly and overtime rates applicable to a project, including rates for individual key personnel, shall be set out in the Quote.

• A full filming/production day on location is no more than 10 hours, including travel to and from the location. Any additional hours worked by individuals will incur overtime fees charged at 1.5 the standard hourly rate for that individual.

• Sunday and Bank Holiday bookings incur a 25% surcharge on the daily rate. 

Production Schedule

• Thread shall use reasonable endeavours to perform the Services and deliver the Deliverables in accordance with the Production Schedule. The Production Schedule is indicative only, and any change to the Production Schedule shall be agreed in writing (which may be by email) between the parties.

Final Delivery Sign Off

• The Fee includes the number of rounds of amendments (and the scope of each round) specified in the Proposal, or, if no number is specified in the Proposal, up to two (2) rounds of amendments following delivery of the first cut of the Deliverables. 

• A “round of amendments” means one consolidated set of written feedback provided by the Client.

• Additional rounds of amendments beyond those included will be charged at Thread’s then-current day rate, notified to the Client in advance. 

• The Client shall provide all consolidated written feedback on each delivered cut of the Deliverables within five (5) Business Days of delivery of that cut (unless otherwise agreed by Thread). 

• If the Client fails to provide written feedback or a written rejection of a delivered cut within that period, that cut shall be deemed approved and accepted by the Client. 

• The Client agrees to cover any additional costs incurred by changes advised thereafter.

Payment

• All Quotes and/or Further Estimates provided by Thread are exclusive of VAT, which will be payable by the Client in addition (if applicable).

• If Thread considers that it needs to incur additional costs in order to provide the Services than originally estimated (by way of example only, editing or travel), Thread will notify the Client in writing and shall obtain the Client's prior written approval (which may be given by email) before incurring such additional costs, save for additional costs of £250 or less in aggregate (or such other floor as may be set out in the Quote), which Thread may incur without prior approval. 

• If the Client requests changes to the Services and/or additional services and Thread confirms that it can provide the same, Thread shall provide the Client with a Further Estimate. 

• Where the Fee set out in the Quote (or any Further Estimate) is £5,000 or less, the Fee is payable by the Client to Thread in full upon the Client’s engagement of Thread. 

• Where the Fee set out in the Quote (or any Further Estimate) is more than £5,000, (i) 50% of the Fee is payable by the Client on engagement of Thread; and (ii) the balance is due within 14 days after delivery. 

• For the purposes of this clause, "delivery" means delivery of the Deliverables following completion of any included rounds of amendments. 

• The Client's obligation to pay the balance within 14 days of delivery shall not be suspended or deferred by reason of any dispute as to the content of the Deliverables. 

• Thread shall be under no obligation to commence any work until all upfront payments or deposits required under this clause have been received in cleared funds.

Expenses

• The Client shall be required to reimburse Thread for its out-of-pocket expenses incurred in providing the Services, subject to Thread presenting the Client with receipts/proof of expenditure.

Late Payments

• Thread reserves the right to charge interest on invoices overdue at an annual rate of 8% above the Bank of England reference rate covering the six-month period in which the invoice became due.

• Thread additionally reserves the right to suspend provision of the Services where any undisputed invoice remains unpaid more than seven (7) Business Days after its due date, provided Thread gives the Client no less than two (2) Business Days' prior written notice of its intention to do so. 

• Suspension under this clause shall not constitute a waiver of Thread's other rights and remedies, including its right to terminate the Contract.

Cancellations

• If the Client wishes to cancel or delay any part of the Services prior to an agreed filming date, the following cancellation fees shall apply to the portion of the Fee allocated in the Quote to the relevant filming day(s): 

  • Up to 48 hours before: 20% of the filming-day portion of the Fee is payable plus any expenses already committed to and/or incurred.

  • Between 48 and 24 hours: 50% of the filming-day portion of the Fee is payable plus any expenses already committed to and/or incurred.

  • Within 24 hours (or non-attendance): 100% of the filming-day portion of the Fee is payable plus any expenses already committed to and/or incurred.

• In addition, where any cancellation or delay impacts editing, post-production or other costs (including third-party fees) which Thread has already committed to or incurred in connection with the project, the Client shall reimburse Thread for all such costs in full.

• Thread may cancel or postpone any of the Services by written notice to the Client at any time. Where Thread cancels for reasons other than the Client's breach, Force Majeure or health and safety grounds, Thread shall refund any sums paid by the Client in respect of services not yet performed, but shall not be liable to the Client for any further loss, damage, costs or expenses arising from the cancellation.

Force Majeure

• Neither party shall be in breach of these Terms of Service nor liable for any failure or delay in performing its obligations where such failure or delay results from any cause beyond that party’s reasonable control, including but not limited to acts of God, pandemic, epidemic, flood, fire, earthquake, severe weather, governmental restriction, strike, lockout, or failure of third-party services (a “Force Majeure Event”). 

• In such circumstances, the cancellation fees set out above shall not apply. 

• The affected party shall notify the other as soon as reasonably practicable and the parties shall cooperate in good faith to reschedule the Services at the earliest reasonable opportunity.

• Notwithstanding the suspension of cancellation fees under this clause, Thread shall be entitled to payment for all costs reasonably incurred and/or committed to prior to or as a direct result of the Force Majeure Event, including fees for work already completed, materials and equipment procured, and third-party commitments entered into in connection with the Services . 

• If the Force Majeure Event continues for a period exceeding thirty (30) consecutive days, either party shall be entitled to terminate the affected commission by written notice to the other, and Thread shall be entitled to payment for all such costs incurred up to the date of termination.

Sub-contracting

• Thread may sub-contract the performance of any part of the Services to a suitable and competent third party, provided that Thread shall remain responsible to the Client for the delivery and quality of the work as if it had performed the relevant Services itself.

Care and Damage to Client Property

• Whilst every care is taken in the handling of the Client’s property, Thread's liability for loss of or damage to Client property whilst in the custody of Thread shall be limited to the replacement cost of the affected materials or media and in no circumstances will any liability attach to any claim for the value of the content. 

• Where any item of Client property to be entrusted to Thread has a replacement value in excess of £10,000, the Client shall (i) notify Thread in writing of its value prior to delivery to Thread and (ii) maintain its own insurance cover for that item at all times, including whilst it is in Thread's custody. Thread shall have no liability for loss of or damage to any such high-value item beyond the limit specified in this clause.

Health and Safety

• Thread reserves the right not to film in dangerous or unsafe situations. 

• Thread and the Client will each observe current Health & Safety regulations and have due consideration for the safety and welfare of both Thread’s personnel and the general public.

Filming Permits and Child Performers

• The party identified in the Proposal as responsible for obtaining filming permits, location consents and any other regulatory permissions required for the Services shall obtain these at its own cost and in good time before the relevant filming date. 

• Where no party is identified in the Proposal, the Client shall be responsible. 

• Where any person under the age of 18 is to appear in or contribute to the Services or any Deliverables, the Client shall be responsible for obtaining all licences, consents, chaperone arrangements and other permissions required under the Children (Performances and Activities) (England) Regulations 2014 (or equivalent legislation in the relevant jurisdiction), and shall provide Thread with evidence of compliance prior to filming. 

• The Client shall indemnify Thread against any claims, fines, penalties, costs or expenses arising from a failure to obtain any required filming permit or child performance licence (other than where Thread is identified in the Proposal as the responsible party for that specific permit).

Intellectual Property

• Thread retains all rights in its pre-existing intellectual property, including but not limited to workflows, editing templates, motion graphic templates, music beds, methodologies and proprietary processes (“Pre-Existing IP”). Nothing in these Terms of Service shall transfer ownership of any Pre-Existing IP to the Client. Where the Deliverables incorporate Pre-Existing IP, Thread grants the Client a non-exclusive, royalty-free, perpetual licence to use such Pre-Existing IP solely as incorporated in the Deliverables.   

• Subject to receipt by Thread of full payment of the Fee, copyright in the Deliverables shall vest in the Client. 

• Raw footage, unedited rushes, outtakes, stills, project files, originally composed music and all other material not forming part of the Deliverables (together, “Underlying Materials”) shall remain the sole property of Thread.

• Thread shall retain a non-exclusive, royalty-free, perpetual licence to use stills, clips and extracts from the Deliverables for its own portfolio, showreel and promotional purposes (including on its website and social media channels), unless the Client notifies Thread in writing at the time of commissioning that specific Deliverables (or parts of them) are to be kept strictly confidential.

• From the date falling 12 months after delivery of the Deliverables, Thread shall additionally be entitled to license, sell, sub-license or otherwise commercially exploit the Underlying Materials (including, without limitation, by uploading footage to stock footage platforms and by licensing originally composed music through music libraries and publishers), provided that Thread shall not exploit any Underlying Materials that the Client has notified Thread in writing at the time of commissioning are to be kept strictly confidential, and provided further that Thread shall use reasonable endeavours to ensure that any exploitation does not identify the Client or its personnel.

Music and Third-Party Licensed Content

• Unless otherwise agreed in writing, the Client is responsible for sourcing, clearing, and meeting the cost of all licences for music, stock footage, stock photography, or other material to be incorporated into the Deliverables. Where Thread sources licensed content on the Client’s behalf, the cost of such licences shall be charged to the Client in addition to the agreed Fee and shall be evidenced by receipts. 

• Thread accepts no liability for any claims arising from the Client’s failure to secure adequate licences for third-party material, or from any use of the Deliverables by the Client beyond the scope or duration of any licence obtained (whether by Thread or the Client). 

• The Client shall indemnify and hold Thread harmless from and against all losses, liabilities, damages, costs (including reasonable legal costs on an indemnity basis) and expenses arising from any such failure or out-of-scope use.

Talent Releases

• The Client is responsible for ensuring that signed talent releases are obtained from all individuals who appear on camera or contribute voice-over as part of the Services, in a form sufficient to permit the intended use of the Deliverables. 

• Where Thread engages any individuals on the Client’s behalf, Thread will use reasonable endeavours to obtain appropriate releases. 

• The Client shall indemnify Thread against any claims brought by any third party arising from the use of their likeness or performance where the Client has failed to obtain the required release.

Confidentiality

• For the purposes of this clause, "Confidential Information" means all information (whether oral, written, electronic or in any other form, and whether or not marked as confidential) disclosed by or on behalf of one party (the "Disclosing Party") to the other (the "Receiving Party") in connection with the Contract , the Services or the Deliverables, including (without limitation) the terms of the Contract, the Proposal, business plans, financial information, customer and supplier lists, marketing strategies, scripts, treatments, storyboards, raw footage, unreleased Deliverables, technical know-how, methodologies, software, processes and trade secrets.         

• Each party shall: (i) keep the other party's Confidential Information strictly confidential; (ii) use it only for the purposes of performing its obligations or exercising its rights under the Contract; and (iii) not disclose it to any third party without the prior written consent of the Disclosing Party (except to its employees, contractors and professional advisers on a need-to-know basis and under equivalent confidentiality obligations).

• The obligations of confidentiality under this clause shall continue indefinitely, save that they shall not apply to information that: (a) is or becomes publicly available other than through a breach of this clause by the Receiving Party; (b) was already known to the Receiving Party at the time of disclosure, as evidenced by prior written records predating the disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (d) is required to be disclosed by applicable law, regulation or order of a court or regulatory authority, provided that (where permitted by law) the party required to make disclosure gives the other party reasonable prior written notice. 

Client Warranties

• The Client warrants that: (a) all materials, content, logos, information and instructions supplied to Thread for use in the Services or the Deliverables are owned by or lawfully licensed to the Client, and their use by Thread as directed will not infringe the intellectual property rights, privacy rights, data protection rights or any other rights of any third party; and (b) the Client has obtained, or will obtain prior to the commencement of the relevant stage of the Services, all approvals, consents and clearances necessary to enable Thread to perform the Services and produce the Deliverables as instructed. 

• The Client shall indemnify and hold Thread harmless from and against all losses, liabilities, damages, costs (including reasonable legal costs on an indemnity basis) and expenses arising from any breach of the warranties in this clause.

Liability

• Nothing in this Contract shall limit or exclude or be deemed to limit or exclude  liability for: (a) death or personal injury caused by the negligence of either party; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by applicable law.

• Subject to the foregoing, Thread will not be liable to the Client, whether such liability arises in contract, tort (including negligence) or otherwise for (i) any indirect, consequential, or special loss, costs, damages, charges or expenses howsoever caused; (ii) any loss of sales,  profit, anticipated profit, use, business, anticipated business, contracts; anticipated savings; or any pure economic loss; or (iii) damage to goodwill and/or reputation and/or any loss of opportunity to enhance the Client’s brand or reputation, in each case whether or not Thread has been advised of the possibility of such loss or damage.

• Subject to the 2 paragraphs above, Thread’s maximum liability to the Client under this Contract (whether in contract, tort, misrepresentation or otherwise (including any liability for any negligent act or omission or breach of statutory duty) howsoever arising out of or in connection with the Contract will be limited to a sum equal to the Fee.

Data Protection

• Each party shall comply with its obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 in connection with any personal data processed in the course of the Services. Where Thread processes personal data on behalf of the Client (for example, footage of the Client’s employees or customers), the parties shall enter into a separate data processing agreement in such form as may reasonably be required by Thread. Thread shall process personal data only in accordance with the Client’s documented instructions and shall implement appropriate technical and organisational measures to protect such data.

Dispute Resolution

• If any dispute arises between the parties in connection with these Terms of Service, the parties shall first attempt to resolve it by good-faith negotiation within 14 days of one party notifying the other of the dispute in writing. If the dispute is not resolved by negotiation within that period, either party may refer it to mediation administered by the Centre for Effective Dispute Resolution (CEDR) or such other mediator as the parties may agree. The costs of mediation shall be shared equally between the parties. Nothing in this clause shall prevent either party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction.

Notices

• Any notice to be given under or in connection with the Contract shall be in writing and shall be sent (a) by email to the address used by the relevant party for correspondence in relation to the Proposal (or such other email address as that party may notify in writing from time to time) or (b) by pre-paid first-class post to its registered office (in the case of a company) or its principal place of business (in any other case). A notice sent by email shall be deemed received at the time of transmission, provided no delivery failure notification is received by the sender. A notice sent by pre-paid first-class post shall be deemed received at 9.00 a.m. on the second Business Day after posting. This clause shall not apply to the service of any proceedings or other documents in any legal action.

Termination

• Without prejudice to any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

  • the other party commits a material breach of the Contract and (if such breach is remediable) fails to remedy that breach within fourteen (14) days of being notified in writing to do so; or

  • the other party becomes insolvent, has a receiver, administrator or liquidator appointed over any of its assets, enters into any arrangement or composition with its creditors, or is unable to pay its debts as they fall due.

• Thread may additionally terminate the Contract with immediate effect by written notice to the Client if any undisputed invoice remains unpaid for more than fourteen (14) days after its due date.

• Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.

• On termination of the Contract for any reason, the Client shall immediately pay to Thread all of Thread's outstanding unpaid invoices and interest, all sums due in respect of Services performed and Deliverables delivered up to the date of termination, and all costs reasonably incurred or committed to by Thread in connection with the Services up to the date of termination.

• The following clauses shall survive termination of the Contract: Payment, Late Payments, Liability, Intellectual Property, Music and Third-Party Licensed Content, Client Warranties, Confidentiality, Data Protection, Dispute Resolution, Governing Law & Jurisdiction and this Termination clause.

Assignment

• The Client may not assign, transfer, charge, sub-contract, declare a trust over or deal in any other manner with any of its rights or obligations under the Contract without Thread's prior written consent.

Third Party Rights

• A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

Variation

• No variation or amendment to these Terms of Service, or to any Contract, shall be effective unless confirmed in writing (including by email) by an authorised representative of each party and it is expressly stated to be a variation of the Contract.

Entire Agreement

• These Terms of Service, together with the relevant Proposal, Quote and any other document expressly incorporated by reference, constitute the entire agreement between the parties in relation to the subject matter and supersede all prior representations, negotiations, understandings and agreements between them relating to the same subject matter. Each party acknowledges that, in entering into a Contract, it has not relied on any representation, warranty or undertaking not expressly set out in these Terms of Service.

Severability

• If any provision or part-provision of these Terms of Service is or becomes invalid, illegal or unenforceable, it shall be deemed amended to the minimum extent necessary to make it valid, legal and enforceable. If such amendment is not possible, the relevant provision or part-provision shall be deemed deleted. Any amendment or deletion under this clause shall not affect the validity and enforceability of the remainder of these Terms of Service.

No Waiver

• Should Thread choose not to enforce any or all of these terms it should not be interpreted as a waiver of any of Thread’s rights. 

Governing Law & Jurisdiction

• The Contract (including these Terms of Service) is governed by the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims).

ENDS.