The small print for working together on motion, consulting and coaching.

1.Interpretation

In these terms:

1. Client means the person, business or organisation that buys the Services from me.
2. Contract means the agreement between the Client and me for the supply of the Services, made up of these terms and the Proposal.
3. Proposal means the written quote, proposal, statement of work or booking confirmation describing the Services, fees and timings.
4. Services means the motion design, animation, consulting, coaching or other services set out in the Proposal.
5. Deliverables means the final outputs I supply as part of the Services, such as rendered animations, edits, styleframes, reports or session notes.
6. Working Files means project files, source files, scenes, presets, scripts and other materials used to create the Deliverables but not themselves listed as Deliverables.
7. Client Materials means any content, footage, brand assets, information or materials the Client provides to me.
8. Business Day means a day other than a Saturday, Sunday or bank holiday in England.
9. “Writing” or “written” includes email.

2.Basis of contract

2.1 A Proposal is an invitation to work together, not a binding offer. It is valid for 30 days from its date unless it says otherwise.

2.2 The Contract starts when the Client accepts the Proposal in writing, signs the Project Confirmation, pays a deposit or booking fee, or asks me to begin work, whichever happens first.

2.3 These terms apply to the Contract to the exclusion of any other terms the Client seeks to impose, including those in a purchase order. If the Proposal conflicts with these terms, the Proposal takes priority.

2.4 Any samples, mood boards, showreels or descriptions on my website are for illustration only and do not form part of the Contract.

3.Supply of services

3.1 I will supply the Services with reasonable care and skill, in line with the Proposal, and will use reasonable efforts to meet any agreed dates. Timings are estimates unless the Proposal expressly says a date is fixed.

3.2 Each Proposal includes the number of revision rounds stated in it (or, if none is stated, one round at each approval stage). Further revisions, or changes to an approved stage, will be charged as additional work.

3.3 If the Client asks for changes to the scope, I will confirm in writing any effect on fees and timings before carrying them out.

3.4 I may work with trusted freelancers or collaborators to deliver parts of the Services. I remain responsible for their work under the Contract.

4.Delivery & approvals

4.1 Projects usually move through approval stages, for example script, storyboard or styleframes, animatic, animation and final delivery. Once the Client approves a stage, later changes to that stage count as additional work.

4.2 The Client will give feedback or approval within 5 Business Days of each submission, unless the Proposal or agreed timeline sets a shorter period, for example where quicker feedback is needed to meet a delivery deadline. In that case the shorter period applies. If no feedback is received within 10 Business Days, the stage will be treated as approved.

4.3 Delivery is complete when the Deliverables are sent to the Client electronically, in the formats set out in the Proposal.

4.4 I am not liable for delays caused by the Client, including late feedback, late payment or late supply of Client Materials. In that case I may reschedule the remaining work around my other commitments, and I may charge at my usual rates for any extra time the delay causes. I will tell the Client before charging for it.

4.5 It is the Client’s responsibility to check the Deliverables, including spelling, legal wording, claims and accessibility requirements, before final approval and publication.

5.Client obligations

The Client will:

1. cooperate with me and provide a single point of contact with authority to give feedback and approvals;
2. supply accurate, complete Client Materials and information in good time and in suitable formats;
3. make sure it owns, or has permission to use, all Client Materials, and that using them in the Services will not infringe anyone else’s rights or break any law;
4. obtain any permissions, clearances or regulatory approvals needed for the Deliverables to be used as intended.

The Client will indemnify me against any losses, costs and claims arising from a breach of clause 5(c).

The Client keeps all rights in the Client Materials. It gives me a non-exclusive, royalty-free licence to use them for the purpose of supplying the Services and, where clause 8.5 applies, showing the finished work.

6.Consulting & coaching sessions

6.1 Sessions can take place remotely or in person, as agreed at booking. Travel and accommodation for in-person sessions outside Leeds will be charged at cost unless included in the Proposal.

6.2 Either party may reschedule a session free of charge with at least 48 hours’ notice. Sessions cancelled or missed with less than 48 hours’ notice may be charged in full.

6.3 Session packages and retainers must be used within the period stated in the Proposal (or, if none is stated, within 6 months of purchase). Unused sessions expire at the end of that period and are not refundable.

6.4 Consulting and coaching give guidance based on my experience. Decisions the Client makes as a result, and their outcomes, remain the Client’s responsibility. I do not give legal, financial, tax or HR advice, and the Client should seek specialist advice where needed.

6.5 Anything discussed in a coaching session is treated as confidential under clause 10.

7.Fees & payment

7.1 Fees are as set out in the Proposal. Unless the Proposal says otherwise:

1. motion design projects require a 50% deposit before work starts, with the balance invoiced on delivery;
2. projects longer than one month may be invoiced in monthly instalments;
3. consulting and coaching sessions and packages are payable in advance at the time of booking.

7.2 Invoices are payable within 30 days of the invoice date, by bank transfer to the account shown on the invoice.

7.3 I am not currently VAT registered, so no VAT is charged on my invoices. If I become VAT registered, VAT will be added at the applicable rate to any invoices issued after my registration date, and I will tell the Client in writing beforehand. Expenses agreed in advance, such as stock media, music licences, voiceover, fonts, travel or specialist software, will be charged in addition. If a reasonable expense arises during the project that was not in the Proposal, I will tell the Client and get its agreement before incurring it.

7.4 If an invoice is not paid on time, I may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, and may pause work until the account is up to date.

7.5 Deposits cover time reserved in my schedule and work started, and are non-refundable unless I cancel the Contract without cause.

8.Intellectual property

8.1 I own all intellectual property rights in the Deliverables and Working Files until the Client has paid all fees due under the Contract in full.

8.2 Once payment is received in full, I assign to the Client the copyright in the final Deliverables, except for any third-party assets (see clause 9) and my pre-existing materials.

8.3 My pre-existing materials, including tools, templates, rigs, scripts, presets, techniques and know-how, remain mine. The Client receives a non-exclusive, perpetual licence to use any of them that are incorporated into the Deliverables, for the purposes of using those Deliverables.

8.4 Working Files are not included in the Deliverables unless the Proposal says so. They can be bought for an additional fee.

8.5 Unless the Client asks otherwise in writing, I may show the Deliverables, and credit my involvement, in my portfolio, showreel, website and social channels after they have been publicly released. I will not show unreleased or confidential work without permission.

8.6 Materials and frameworks I share during consulting or coaching remain mine. The Client may use them internally within its own business but may not resell or republish them.

8.7 The Client will not use, or allow anyone else to use, the Deliverables, Working Files, drafts or my pre-existing materials to train, fine-tune or test any artificial intelligence or machine learning model, or include them in any dataset used for that purpose, without my prior written consent. This applies even after copyright in the Deliverables has passed to the Client. It does not stop the Client using ordinary software, including AI-assisted editing tools, to use or adapt the Deliverables, as long as it does not knowingly allow them to be used as training data.

9.Third-party assets

9.1 Deliverables may include stock footage, images, music, sound effects, fonts or plugins licensed from third parties. These are supplied under the relevant licence terms, which I will share on request.

9.2 Unless the Proposal says otherwise, licences are bought for the uses described in the brief. If the Client wants to use the Deliverables more widely (for example broadcast, paid media or other territories), extra licence fees may apply, and the Client is responsible for staying within the licence terms.

10.Confidentiality

10.1 Each party will keep confidential any information about the other’s business, clients, plans, products or finances that it receives under the Contract, and will only use it to perform the Contract.

10.2 This does not apply to information that is already public (other than through a breach of this clause), or that must be disclosed by law or a regulator.

10.3 This clause continues after the Contract ends.

11.Data protection

Each party will comply with the UK GDPR and the Data Protection Act 2018 in relation to any personal data shared under the Contract. I only use the Client’s personal data to deliver the Services, run my business and keep required records.

12.Limitation of liability

Please read this clause carefully.

12.1 Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited by law.

12.2 Subject to clause 12.1, I will not be liable for any loss of profit, revenue, business, goodwill or anticipated savings, loss or corruption of data, or any indirect or consequential loss.

12.3 Subject to clause 12.1, my total liability under or in connection with the Contract is limited to the total fees paid by the Client under that Contract.

12.4 The Client is responsible for keeping its own copies of Client Materials and Deliverables. I will keep project files for 6 months after delivery but cannot guarantee to keep them beyond that.

13.Termination

13.1 Either party may end the Contract by giving 14 days’ written notice.

13.2 Either party may end the Contract immediately by written notice if the other commits a serious breach and does not put it right within 14 days of being asked to, or becomes insolvent or stops trading.

13.3 I may end the Contract immediately if the Client fails to pay any amount due within 14 days of a reminder.

13.4 If the Contract ends before the work is finished, the Client will pay a cancellation fee equal to the deposit or the value of the work done and costs incurred up to the termination date, whichever is greater. Any session fee already paid will be retained.

13.5 If the Contract ends after the Deliverables are finished, the full fee is payable, whether or not they have been delivered.

13.6 Rights to Deliverables, including any drafts, pass only for work that has been paid for in full.

13.7 Clauses that by their nature should continue after termination, including clauses 7, 8, 10, 12 and this clause, will continue to apply.

14.General

14.1 Events beyond control. Neither party is liable for delay or failure caused by events outside its reasonable control, including illness, fire, flood, storms or other extreme weather, power or internet failure, industrial action, civil unrest, acts of terrorism or war, or government action. If such an event lasts more than 30 days, either party may end the Contract by written notice.

14.2 Assignment. The Client may not transfer its rights under the Contract without my written consent.

14.3 Notices. Notices must be in writing and sent by email to the address each party normally uses for the project. For me, that is hello@mattcochrane.co.uk.

14.4 Waiver. A delay or failure in exercising a right does not waive that right. A waiver of one breach does not waive any other breach, and a waiver only counts if it is given in writing.

14.5 Severance. If any part of these terms is found invalid, the rest will remain in force.

14.6 Non-solicitation. During the Contract and for 6 months afterwards, the Client will not, directly or through anyone else, engage or hire any freelancer, collaborator or creative partner (including any studio, agency or subcontractor) who worked on or was introduced through the project, for work similar to the Services, without my written agreement. This does not apply to anyone the Client had already worked with independently before the project.

14.7 No partnership. Nothing in the Contract creates a partnership, joint venture or employment relationship. I act as an independent contractor.

14.8 Third-party rights. Nobody other than the Client and me has any right to enforce the Contract.

14.9 Entire agreement and variation. The Contract is the whole agreement between us. Changes are only valid if agreed in writing by both parties.

14.10 No reliance. Each party confirms it has not relied on any statement, promise or assurance that is not set out in the Contract. This does not limit liability for fraudulent misrepresentation.

14.11 Disputes. If a dispute arises, we will first try to resolve it in good faith by talking it through. If that does not work within 30 days, either party may propose mediation with an independent mediator, at a time and place we both agree, before starting court proceedings. This does not stop either party seeking urgent relief from the courts or recovering unpaid invoices.

14.12 Law and jurisdiction. The Contract is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute.