Garvey Visuals — Intellectual Property Rights Terms

These Intellectual Property Rights Terms apply to creative services supplied by Skopo Solutions Ltd, trading as Garvey Visuals, to the client identified in the applicable quotation, order form, statement of work or services agreement.

In these Terms, references to “Garvey Visuals” mean Skopo Solutions Ltd trading under that name.

They should be read together with any applicable quotation, proposal, statement of work, terms of service or services agreement between Garvey Visuals and the client. If there is any conflict, the signed project-specific agreement will prevail to the extent of that conflict.

1. About Skopo

Trading name: Garvey Visuals

Skopo Solutions Ltd is a company registered in England and Wales under company number 17120131.

Garvey Visuals is a trading name of Skopo Solutions Ltd, and the contracting party and owner of the rights described in these Terms remains Skopo Solutions Ltd.

Registered office: 14 St George Way, Newport, Shropshire, TF10 7FH

Email: info@garveyvisuals.co.uk

Telephone: 01952 264905

In these Terms, “Skopo”, “we”, “us” and “our” mean Skopo Solutions Ltd. “Garvey Visuals” means Skopo Solutions Ltd trading under that name. “Client”, “you” and “your” mean the person or organisation purchasing the services.

2. Definitions

2.1 Client Materials

“Client Materials” means all materials supplied or made available by the Client to Skopo, including:

• logos, brand assets and style guides;
• photographs, video footage, audio, music and designs;
• written copy, scripts, product information and other content;
• names, trade marks, slogans and other brand elements;
• customer, employee, contributor or other personal data; and
• any other material supplied for use in a project.

2.2 Deliverables

“Deliverables” means the creative materials identified as deliverables in the relevant quotation, brief, statement of work or other written project agreement.

Deliverables may include final video files, commercial photography, edited images, motion graphics, graphic designs, campaign assets, social media content, scripts, copy, storyboards and other agreed outputs.

2.3 Final Agreed Deliverables

“Final Agreed Deliverables” means the final versions of the Deliverables approved by the Client or supplied by Skopo for final use, excluding drafts, rejected concepts, unused alternatives, working files, raw footage, source files, Project Files, Skopo Materials and Third-Party Materials.

2.4 Pre-existing Materials

“Pre-existing Materials” means any intellectual property, materials, methods, processes, templates, systems, software, tools, know-how, techniques, designs, concepts, assets or other content owned, created or developed by Skopo or a third party before the relevant project, or developed independently of that project.

2.5 Project Files

“Project Files” means editable or working files used to create the Deliverables, including video editing timelines, layered design files, animation files, audio project files, raw photographs, raw video footage, unused takes, source files, production files, working files, scripts, project data and associated metadata.

2.6 Skopo Materials

“Skopo Materials” means Skopo’s Pre-existing Materials, tools, templates, techniques, production methods, know-how, workflows, software, reusable assets and any improvements or adaptations to them.

2.7 Third-Party Materials

“Third-Party Materials” means any material owned or controlled by a third party, including stock photography, stock footage, music, sound effects, fonts, software, plug-ins, graphics, typefaces, locations, performances and other licensed content.

2.8 Intellectual Property Rights

“Intellectual Property Rights” means copyright, design rights, database rights, trade marks, rights in performances, rights in confidential information, know-how, patents, rights to apply for registration of any of these rights and any similar rights existing anywhere in the world.

2.9 Licensed Use

“Licensed Use” means the permitted use of the Final Agreed Deliverables granted to the Client under clause 5, as described in the applicable quotation, brief, statement of work or other written project agreement.

2.10 Permitted Channels

“Permitted Channels” means the Client's own website, social media channels and profiles, digital and print marketing materials, advertising and paid media, presentations, internal communications, packaging, point of sale and other commercial channels used by the Client in the ordinary course of its business.

3. Ownership of Pre-existing Materials and Skopo Materials

3.1

All rights in Skopo Materials remain owned by Skopo or the relevant third-party owner. Nothing in these Terms transfers ownership of Skopo Materials to the Client.

3.2

Skopo may use its general skills, knowledge, experience, ideas, techniques, processes, workflows and know-how in providing services to other clients, provided that Skopo does not disclose the Client’s confidential information or reproduce the Client’s protected materials without permission.

3.3

Where Skopo Materials are incorporated into a Final Agreed Deliverable and are necessary for the Client to use that Deliverable as agreed, Skopo grants the Client a perpetual, worldwide, royalty-free, non-exclusive licence to use those Skopo Materials solely as part of, and to the extent necessary to use, the relevant Final Agreed Deliverable.

This licence does not permit the Client to extract, sell, license, distribute or reuse Skopo Materials separately from the Final Agreed Deliverable.

3.4

If the Client requires ownership of any Skopo Materials, the parties must agree this expressly in writing. A separate fee may apply.

4. Ownership of Client Materials

4.1

The Client retains ownership of all Intellectual Property Rights in Client Materials.

4.2

The Client grants Skopo a non-exclusive, worldwide, royalty-free licence to use, reproduce, edit, adapt, modify, store and otherwise process Client Materials for the purpose of:

• providing the services;
• producing and delivering the Deliverables;
• obtaining approvals;
• meeting technical or platform requirements; and
• exercising Skopo’s rights under these Terms.

4.3

The Client must ensure that this licence is sufficient for Skopo and its contractors, suppliers and production partners to use the Client Materials for the relevant project.

4.4

Skopo may refuse to use any Client Materials that it reasonably believes are unlawful, infringing, misleading, unsafe, defamatory or unsuitable for the project.

5. Retention of copyright; licence of Final Agreed Deliverables

5.1

Skopo retains all copyright and all other Intellectual Property Rights in the Final Agreed Deliverables. Nothing in these Terms assigns or transfers ownership of copyright or any other Intellectual Property Right in the Final Agreed Deliverables to the Client. The Client acknowledges that Skopo is and remains the owner, or the authorised licensee, of those rights.

5.2

Skopo does not assign copyright in the Final Agreed Deliverables to the Client, and no assignment is granted or implied by these Terms, by any quotation, by delivery of the Deliverables or by any other conduct.

5.3

On the condition that Skopo has received full cleared payment of all invoices and other sums due for the relevant project, Skopo grants the Client a licence to use the Final Agreed Deliverables for the Licensed Use across the Permitted Channels. The licence is perpetual, worldwide, royalty-free, non-exclusive, non-transferable and non-sublicensable (except as set out in clause 5.5).

5.4

The licence takes effect only on receipt of full cleared payment, and is conditional on payment being maintained. Until payment in full is received:

• no licence is granted;
• ownership of all rights remains with Skopo;
• the Client may use the Deliverables only for internal review, approval and feedback; and
• the Client must not publish, distribute, commercially exploit, license, sell or otherwise make the Deliverables available to third parties.

5.5

The Client may permit the following third parties to exercise the licensed rights on the Client's behalf, provided the Client remains responsible for their compliance: the Client's employees; and the Client's agencies, contractors and service providers who need to use the Deliverables in order to provide services to the Client. The Client may not otherwise sublicense, assign, transfer, resell or make the Deliverables available to any third party.

5.6

The licence permits the Client to copy, reproduce, edit, crop, resize, format and adapt the Final Agreed Deliverables as reasonably necessary for the Licensed Use, and to use them across the Permitted Channels.

5.7

The licence does NOT permit the Client to:

• sell, licence, sublicense, distribute or otherwise supply the Final Agreed Deliverables to third parties as standalone material, whether for payment or otherwise;
• register or attempt to register copyright, design rights or trade marks in the Final Agreed Deliverables, or in any work substantially derived from them;
• represent that it owns the copyright in the Final Agreed Deliverables;
• supply the Final Agreed Deliverables to stock libraries, asset marketplaces, image or footage banks or similar services; or
• use the Final Agreed Deliverables in a defamatory, misleading, discriminatory, unlawful or rights-infringing manner.

5.8

The licence does not include and does not transfer: the copyright or any other Intellectual Property Rights in the Final Agreed Deliverables; Skopo Materials; Project Files; raw footage or unused material; drafts, rejected concepts or alternative versions; Third-Party Materials; Client Materials; or any rights that Skopo does not own or cannot lawfully licence.

5.9

Skopo will not grant a licence to a third party to use Final Agreed Deliverables in a way that discloses the Client's confidential information or that uses the Client's name, branding or logo as part of a third party's promotional material, without the Client's written consent.

5.10

Where a Final Agreed Deliverable contains the identifiable image, likeness, voice or performance of a person, or the identifiable premises of the Client or a third party, any reuse by Skopo outside the Licensed Use is subject to the permissions, releases and licences obtained for the project and to clause 9.

5.11

All licences granted under these Terms are non-exclusive. Skopo does not grant exclusive rights in the Final Agreed Deliverables. Where the Client requires rights beyond those granted in the Licensed Use, or requires rights in materials that Skopo does not own or cannot licence, the parties may agree a separate written variation or a separate written licence.

5.12

Skopo will sign any reasonable further document needed to confirm the licence in this clause 5, provided that the Client pays Skopo's reasonable costs of doing so.

5.13

The Client may not remove, obscure or alter any copyright notice, watermark, credit or rights-management information applied by Skopo to the Deliverables.

5.14

This clause does not affect any right or remedy available to the Client under the Copyright, Designs and Patents Act 1988, including the rights of an exclusive licensee where an exclusive licence has validly been granted in writing.

5A. Chain of title

5A.1

Skopo will ensure that all individuals who contribute to the creation of the Deliverables, including its founders, directors, employees, contractors, freelancers and production partners, assign to Skopo the copyright and other Intellectual Property Rights in their contributions. Skopo will hold signed written assignments or equivalent contractual terms from those individuals.

5A.2

Skopo warrants that it owns or controls the rights which it licenses under clause 5, or where it does not, that it has authority to grant the licence described in the applicable quotation.

5A.3

The Client may request a written summary of the chain of title for the relevant Deliverables, and Skopo will provide reasonable confirmation on request.

6. Restrictions applying to the licensed use of Final Agreed Deliverables

6.1

Once the relevant invoice has been paid in full, the Client may use the Final Agreed Deliverables across the Permitted Channels for the Licensed Use without any continuing licence fee payable to Skopo. This is a licence and not an assignment.

6.2

The Client’s use remains subject to:

• any restrictions applying to Third-Party Materials;
• any restrictions applying to performers, models, contributors or locations;
• platform-specific terms and restrictions;
• any agreed usage period, territory, media or campaign limitation;
• any payment due to a third party; and
• any written restriction identified in the quotation, statement of work or delivery documentation.

6.3

The Client must not use a Deliverable in a way that is unlawful, defamatory, misleading, discriminatory or likely to cause avoidable harm to a person or organisation.

6.4

The Client is responsible for obtaining any further permissions required for its intended use where those permissions do not form part of Skopo’s agreed services.

7. Raw footage, source files and Project Files

7.1

Unless expressly agreed otherwise in writing, Skopo retains ownership of all raw footage, source files, editable files, Project Files, unused takes, rejected concepts, drafts and working materials.

7.2

The Client is not entitled to receive Project Files merely because it has purchased the Final Agreed Deliverables.

7.3

Skopo may retain, archive or securely delete Project Files in accordance with its normal retention practices. The Client should keep its own copies of all Final Agreed Deliverables.

7.4

The Client may request a Project File or raw material buy-out. Skopo may agree to this subject to:

• a separate written agreement;
• an additional buy-out fee;
• the availability of the relevant files;
• transfer of any rights that Skopo is able to transfer; and
• the Client obtaining any necessary third-party permissions.

A buy-out does not automatically transfer rights in Third-Party Materials, Skopo Materials or Client Materials.

8. Third-Party Materials

8.1

Skopo may use Third-Party Materials where reasonably required for a project or approved by the Client.

8.2

Third-Party Materials are normally supplied under a licence rather than transferred to the Client. The Client receives only the rights permitted by the relevant third-party licence.

8.3

Third-Party Materials may include:

• stock photography and stock footage;
• music and sound effects;
• fonts and typefaces;
• software, plug-ins and platform assets;
• commissioned illustrations;
• location permissions;
• performer or contributor rights; and
• other licensed creative materials.

8.4

The Client must comply with any applicable licence conditions, including restrictions on:

• editing or altering the material;
• use in paid advertising;
• use in broadcast or cinema;
• use in merchandise or products;
• use by related companies or third parties;
• territories and duration;
• audience size or impression limits; and
• transferring the material to another person.

8.5

Where a third-party licence requires renewal, additional payment or a separate account, the Client is responsible for those requirements unless the parties agree otherwise in writing.

8.6

Skopo will use reasonable care when selecting and licensing Third-Party Materials within the agreed project scope. Skopo does not transfer ownership of those materials or guarantee that a third-party licence permits uses outside that scope.

9. Talent, contributors and locations

9.1

Where a project includes actors, models, presenters, voice artists, musicians, interviewees, photographers, other contributors or identifiable locations, the Client’s rights may depend on written releases, permissions or licences.

9.2

Unless expressly agreed otherwise, Skopo will seek permissions appropriate to the uses identified in the quotation, brief or statement of work.

9.3

The Client must not extend the use of a person’s image, voice, performance, name or contribution beyond the agreed use without obtaining any additional permission or licence required.

9.4

A contributor's performance rights, moral rights, privacy rights, image rights or other personal rights may continue to apply to the use of a Deliverable even where the Client holds a licence under clause 5, and may limit or restrict the uses that can be made of that Deliverable.

9.5

The Client must provide Skopo with accurate information about intended media, territories, duration and audience where that information is relevant to obtaining releases or licences.

10. Client warranties and responsibilities

The Client warrants that:

• it owns or controls the Client Materials or has all necessary permissions to provide and use them;
• Skopo’s use of the Client Materials in accordance with the project will not infringe a third party’s Intellectual Property Rights, privacy rights, confidentiality rights or other rights;
• it has obtained all necessary permissions from employees, customers, contributors, models, performers and other people appearing in or contributing to the Client Materials;
• any instructions, claims, product information or statements supplied by it are accurate and lawful;
• it has the authority to enter into the relevant agreement and grant the rights described in these Terms; and
• it will not ask Skopo to create or publish material that is unlawful, misleading, defamatory, discriminatory or infringing.

The Client must promptly notify Skopo if it becomes aware of any complaint, claim or restriction affecting the Client Materials or the intended use of a Deliverable.

11. Skopo warranties

Skopo warrants that:

• it has authority to enter into these Terms;
• it owns or controls the rights which it licenses under clause 5, or has authority to grant that licence; and it will not assign copyright in the Final Agreed Deliverables to the Client; and
• it will use reasonable care and skill when obtaining Third-Party Materials and permissions within the agreed scope.

Except as expressly stated in these Terms, Skopo does not warrant that:

• a Deliverable will be capable of registration as a trade mark, design or other registered right;
• a Deliverable will be free from all third-party rights;
• a Deliverable will achieve a particular commercial, advertising, search or marketing result; or
• third-party platforms will accept, display or continue to support a Deliverable.

12. Portfolio and promotional use

12.1

Subject to clause 12.2, Skopo may display completed work in its:

• portfolio;
• showreel;
• website;
• social media;
• presentations;
• award submissions; and
• other reasonable promotional materials.

12.2

Skopo will not use work in its portfolio or promotional materials before the Client has publicly launched it where the Client has notified Skopo in writing of a confidentiality requirement or embargo.

12.3

The Client may opt out of portfolio and promotional use by giving written notice to Skopo. The opt-out will apply to future promotional use. Skopo will use reasonable efforts to remove the work from digital materials under its control, but cannot guarantee removal from third-party platforms, archived materials, award entries or materials already distributed.

12.4

The Client should identify any confidentiality, embargo, launch-date or sector-specific restrictions before work begins. Skopo may charge an additional fee where a restriction materially limits its ability to use completed work for promotional purposes.

13. Moral rights

13.1

Moral rights are separate from copyright, cannot be assigned, and are not affected by the licence in clause 5.

13.2

Skopo asserts, on behalf of itself and its individual creators, the right to be identified as the author, producer or director of the Deliverables in accordance with sections 77 and 78 of the Copyright, Designs and Patents Act 1988.

13.3

Where the Client publishes, broadcasts, presents or exhibits the Final Agreed Deliverables to the public, the Client will, where reasonably practicable, credit "Garvey Visuals" and any individual creator identified by Skopo in the agreed form and position. The parties will agree any specific credit wording in the applicable quotation or statement of work.

13.4

Nothing in this clause requires the Client to apply a credit where the Deliverable is published in a format where a credit is not reasonably practicable, including short-form vertical social content, paid advertisements, packaging or where a third-party platform, broadcaster or publication does not permit credits.

13.5

The Client must not subject the Final Agreed Deliverables to derogatory treatment, or use them in a manner that is prejudicial to the honour or reputation of Skopo or its creators.

13.6

Skopo will procure that its employees, contractors and contributors consent to the editing, adaptation, resizing, formatting and other changes reasonably necessary for the agreed use, and will obtain any written waiver of moral rights necessary to allow the Client to exercise the Licensed Use under clause 5. No waiver will extend beyond the Licensed Use.

13.7

This clause does not waive or override any moral right, performer's right, privacy right or other right that cannot lawfully be waived, and applies only to the extent a right is validly asserted or waived by the relevant rights holder.

14. AI-generated and AI-assisted content

14.1

Skopo may use artificial intelligence tools or automated systems in producing content where appropriate for the project. This may include tools used for research, ideation, transcription, editing, image generation, video generation, audio processing, copy development, visual effects or production support.

14.2

Where AI tools are used materially in a project, Skopo will provide reasonable disclosure to the Client on request or where disclosure is relevant to the Client’s intended use.

14.3

The Client acknowledges that:

• the legal status of AI-generated content continues to develop;
• purely AI-generated material may not attract copyright protection in the same way as human-created work;
• the scope of any protection may depend on the nature and extent of human creative input;
• AI outputs may be inaccurate, similar to existing works or affected by third-party rights; and
• Skopo cannot guarantee that purely AI-generated material is protected by copyright or capable of being assigned as copyright.

14.4

Skopo will use reasonable care in selecting AI tools and reviewing material generated or assisted by AI. The Client remains responsible for reviewing and approving the Final Agreed Deliverables before publication.

14.5

The Client must not submit confidential, sensitive or personal information to an AI tool through Skopo unless the Client has authorised that use and the relevant processing is lawful.

14.6

Unless agreed otherwise in writing, the licence in clause 5 applies only to rights owned by Skopo in the human-created elements of the Final Agreed Deliverables, and does not transfer rights owned by an AI provider, a third party or another rights holder.

15. Infringement, takedown and claims

15.1

If either party becomes aware of an actual or suspected infringement claim relating to a Deliverable or Client Material, it must notify the other party promptly and provide reasonable details.

15.2

Neither party must admit liability, settle a claim or make a material statement on behalf of the other party without prior written consent, except where required by law.

15.3

If a Deliverable is alleged to infringe a third party’s rights because of material supplied or selected by Skopo, Skopo may, at its option:

• obtain continued rights for the Client;
• replace or modify the affected material;
• provide an alternative Deliverable; or
• withdraw the affected material and refund the amount paid for that affected element.

This does not apply where the claim arises from Client Materials, Client instructions, a Client modification, use outside the agreed scope or a Third-Party Material selected or supplied by the Client.

15.4

The Client must stop using an affected Deliverable if Skopo reasonably requests this while an infringement issue is investigated.

15.5

The Client will indemnify Skopo against reasonable losses, damages, costs and expenses arising from a third-party claim that Client Materials, Client instructions or the Client’s use of a Deliverable outside the agreed scope infringes a third party’s rights or breaches applicable law.

15.6

Skopo will indemnify the Client against reasonable losses, damages, costs and expenses arising from a third-party claim that Skopo’s own contribution to a Final Agreed Deliverable, excluding Client Materials and Third-Party Materials, infringes a third party’s Intellectual Property Rights, provided that the Client:

• notifies Skopo promptly;
• gives Skopo reasonable control of the defence and settlement;
• provides reasonable cooperation; and
• has not altered or used the material outside the agreed scope.

16. Termination and unpaid work

16.1

If a project is terminated before completion, the Client must pay for all work carried out, commitments made and non-cancellable costs incurred up to the termination date.

16.2

If the Client has not paid all sums due, the Client receives no licence rights in unpaid Deliverables, and no licence is granted until all sums due are paid in full, except for the limited right to review them internally.

16.3

On termination, the Client must stop using any Deliverable or material for which the relevant rights have not been licensed.

16.4

Clauses concerning ownership, payment, confidentiality, warranties, indemnities, limitations, moral rights, permitted use and governing law will continue after termination where their nature requires this.

17. Limitation of liability

Nothing in these Terms limits or excludes liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• breach of any liability that cannot legally be limited or excluded; or
• infringement or misuse of rights to the extent liability cannot lawfully be excluded.

Subject to the above, neither party will be liable to the other for indirect or consequential loss, loss of profits, loss of revenue, loss of anticipated savings, loss of goodwill or loss of business opportunity.

The parties’ total aggregate liability under or in connection with these Intellectual Property Rights Terms will not exceed the total fees paid or payable for the relevant project, except where a different limit is expressly agreed in writing.

18. General

18.1

No transfer of rights is intended except as expressly stated in these Terms, and no transfer or assignment of copyright in the Final Agreed Deliverables is intended or made under these Terms.

18.2

The Client may not assign or transfer its rights or obligations under these Terms without Skopo’s prior written consent, except as part of a transfer of the Client’s business or assets to which the relevant Deliverables relate.

18.3

Skopo may use employees, contractors and production partners to provide the services, but remains responsible for managing the agreed services.

18.4

Any amendment to the licence, buy-out or usage terms must be agreed in writing by authorised representatives of both parties.

18.5

An electronic signature or other reliable electronic acceptance may be used to evidence agreement to these Terms, subject to applicable law.

18.6

If any provision is held to be invalid or unenforceable, the remaining provisions will continue in effect.

18.7

A failure or delay in enforcing a right does not constitute a waiver of that right.

19. Governing law and jurisdiction

These Terms and any dispute or claim arising from them are governed by the law of England and Wales.

The courts of England and Wales will have exclusive jurisdiction to determine any dispute or claim arising from or connected with these Terms.

20. Client and project details

Client legal name: [Client Legal Name]

Client company number: [Client Company Number]

Client registered address: [Client Registered Address]

Project or statement of work: [Project Name or Reference]

Agreed Deliverables: [Description of Deliverables]

Licensed Use agreed: [Details or as stated in the Quote]

Credit wording: [Agreed credit or None]

Agreed usage restrictions: [Usage Restrictions or None]

Portfolio embargo or opt-out: [Details or None]

Raw footage/source-file buy-out: [Included / Not Included / Details]

Additional third-party licence restrictions: [Details or None]

Authorised signatory for the Client: [Name and Position]

Signed for and on behalf of the Client: __________________________

Name: [Name]

Position: [Position]

Date: [Date]

Signed for and on behalf of Skopo Solutions Ltd: __________________________

Name: [Name]

Position: [Position]

Date: [Date]