1. General Provisions
These Terms govern the relationship between Olha Chebotaryova, acting as a sole proprietor (hereinafter — the “Provider”), and the client (hereinafter — the “Client”) regarding the provision of AI-based video content creation services.
1.1 Independent Contractor
The Provider performs services as an independent contractor. Nothing in this Agreement shall be construed to create any employment, agency, partnership, or joint venture relationship between the Provider and the Client.
2. Conclusion of the Agreement
The Agreement shall be deemed concluded upon submission of a request by the Client (via website or e-mail), confirmation of the order by the Provider, and approval of the Project Brief (hereinafter — the “Brief”).
3. Scope of Services
The Provider shall provide services including creation of video content using artificial intelligence technologies, editing, voice-over, visual design, and processing of materials provided by the Client. Services shall be provided in accordance with the agreed Brief.
4. Scope of Work
The scope of work is defined exclusively by the agreed Brief. Any work not expressly specified in the Brief shall be subject to additional charges.
5. Deadlines
Deadlines are indicative only and may be adjusted in the event of delays attributable to the Client, amendments to the Brief, or technical limitations of AI systems or third-party services.
6. Revisions
The agreed fee includes a limited number of revisions (typically 1–2, unless otherwise agreed). Revisions include only changes that do not alter the agreed concept, structure, or content of the Brief. Changes that significantly alter the concept of the video, modify the script, style, or overall logic, or require the creation of a substantially new version shall be considered additional work and charged separately. Any revisions exceeding the agreed scope shall also be subject to additional fees.
7. Payment
7.1 Payment Terms The specific payment terms, including price, currency, and payment schedule, shall be set out in the relevant Invoice or Order Confirmation / Annex sent by the Provider to the Client via e-mail.
7.2 Acceptance of Terms Payment of the Invoice or confirmation of its terms, including a response such as “Confirmed” via e-mail, shall constitute full and unconditional acceptance by the Client and create a binding obligation to comply with such terms.
7.3 Priority of Documents In the event of any inconsistency between these Terms and the provisions of an Invoice or Order Confirmation, the latter shall prevail.
7.4 Payment Deadlines and Default Payment shall be deemed overdue if funds are not received within 14 calendar days from the date of the Invoice. In the event of late payment, the Provider shall have the right to suspend the provision of services and adjust deadlines accordingly. If payment is overdue by more than 30 days, the Provider shall have the right to terminate the Agreement.
8. Client’s Obligations
The Client shall provide a clear and complete Brief, supply all required materials in a timely manner, and warrant that they have all necessary rights to all provided materials, including photos, videos, audio, and text. The Provider shall not be obligated to verify the legality or origin of such materials.
8.1 Indemnification
The Client agrees to indemnify and hold harmless the Provider from and against any losses, damages, expenses, or reasonable legal costs arising from third-party claims related to the infringement of intellectual property rights in connection with materials provided by the Client, provided that such claims are not caused by the Provider’s willful misconduct or gross negligence.
9. Use of Artificial Intelligence
Services are provided using artificial intelligence technologies. The Client acknowledges and agrees that the results may differ from expectations, exact replication of requested outcomes cannot be guaranteed, and variations in output are inherent to AI-based processes.
9.1 Legal Status of AI-Generated Content
The Client acknowledges that the legal status of AI-generated content may vary across jurisdictions and may be subject to limitations in terms of copyright protection. The Provider does not guarantee that such content can be registered or protected as intellectual property in all jurisdictions.
10. Intellectual Property Rights
All rights to the final deliverables shall transfer to the Client only upon full payment.
10.1 Transfer of Rights; Limitations
Ownership and usage rights to the final deliverables, including video files, shall transfer to the Client exclusively after full payment. The Provider retains all rights to methodologies, prompts, technical configurations, templates, and workflows unless otherwise expressly agreed in writing. The Provider reserves the right to use the work for portfolio and marketing purposes unless otherwise agreed.
11. Liability
The Provider shall not be liable for the Client’s use of the deliverables, the deliverables meeting subjective expectations, or actions or omissions of third parties.
11.1 Limitation of Liability
The Provider shall not be liable for any indirect, incidental, or consequential damages, including loss of profit or data, except in cases of willful misconduct or gross negligence. The total liability of the Provider shall in any case be limited to the amount actually paid by the Client for the respective services.
12. Termination
The Client may cancel the services prior to commencement. After commencement, payments are non-refundable and completed work shall be payable in full.
12.1 Acceptance of Deliverables (Tacit Acceptance)
If the Client does not provide comments within 7 calendar days after delivery, the work shall be deemed accepted, provided that the Client had a reasonable opportunity to review it.
13. Force Majeure
Neither Party shall be liable for failure or delay caused by circumstances beyond their reasonable control, including technical failures, AI system malfunctions, or force majeure events.
14. Confidentiality
The Parties agree not to disclose any confidential information obtained during the course of cooperation without prior consent of the other Party.
15. Communication
E-mail shall be the official means of communication between the Parties. Electronic documents, including PDF files, transmitted via e-mail shall have full legal effect unless otherwise required by applicable law. The e-mail addresses used in the Agreement or subsequent communication shall be deemed valid means of identification of the Parties. A message shall be deemed received upon successful transmission unless there is evidence of delivery failure.
16. Governing Law
These Terms shall be governed by the laws of Ukraine, taking into account the rules of private international law, without prejudice to mandatory provisions of applicable law.
16.1 Dispute Resolution and Jurisdiction
The Parties shall endeavor to resolve any disputes, controversies, or claims arising out of or in connection with this Agreement through negotiations and good-faith pre-trial settlement. If no agreement is reached, the dispute shall be submitted to the competent court at the location of the Provider, unless otherwise required by applicable law.
17. Final Provisions
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Provider reserves the right to amend these Terms due to changes in legislation, service procedures, or technical processes. The Provider shall notify the Client of such changes at least 14 calendar days prior to their entry into force via e-mail or website. If the Client does not raise reasonable objections within this period, the changes shall be deemed accepted. In case of disagreement, the Client has the right to discontinue the use of services. For ongoing projects, the previous version of the Terms shall apply. All Invoices, Additional Agreements, and confirmations via e-mail shall form an integral part of this Agreement.