TERMS & CONDITIONS — THE AYES PRODUCTION

(Trading Name of Mr. Discovery Limited, Hong Kong SAR)

Effective Date: 1st September 2025

These Terms & Conditions govern all videography, photography, animation, and creative production services provided by Mr. Discovery Limited, trading as The Ayes Production, a Hong Kong-based multimedia production company.

 

1) Parties & Definitions

1.1 "Company", "we", "us", "our" means Mr. Discovery Limited (Hong Kong SAR), trading as The Ayes Production.

1.2 "Client", "you" means the contracting or purchasing entity.

1.3 "Services" include (as applicable):

• Videography, photography, and event coverage.

• Corporate, commercial, branded, and social media video production.

• Animation, motion graphics, VFX, and post-production.

• Pre-production (concept, script, storyboard, casting, locations).

• Editing, colour grading, retouching, and sound design.

• Any related advisory, creative, or technical services.

1.4 "Deliverables" mean the final edited video(s), photo sets, graphics, or materials specified in the Order.

1.5 "Order" means any Quotation, Statement of Work (SOW), Invoice, or written/email confirmation.

 

2) Acceptance & Contract Formation

2.1 By (i) signing or accepting a Quotation, (ii) paying a deposit or invoice, or (iii) instructing us to schedule production work, the Client confirms agreement to these Terms & Conditions.

2.2 Where terms conflict, the Order prevails over these Terms & Conditions.

 

3) Nature of Services

3.1 We will provide Services with reasonable care, skill, and professional standards customary in the Hong Kong production industry.

3.2 Creative work is subjective; we do not guarantee specific audience reactions, marketing results, or performance outcomes such as views, engagement, or sales.

3.3 Timelines depend on your approvals, third‑party constraints, venue rules, weather, talent availability, and other production factors beyond our control.

 

4) Client Responsibilities

4.1 The Client must provide accurate and timely information, approvals, and materials.

4.2 The Client must ensure access to locations, staff, products, and relevant permissions, unless the Order indicates we will arrange them.

4.3 The Client warrants full rights to use any content supplied, including logos, trademarks, music, images, videos, and brand assets.

4.4 Client‑caused delays may incur additional fees, including rescheduling, overtime, equipment extension, and crew holding fees.

 

5) Production & Rescheduling Policies (Non‑Refundable)

5.1 Deposits and initial payments are strictly non‑refundable, covering pre‑production, scheduling, and opportunity cost.

5.2 Shoot Date Confirmation: A shoot date is only confirmed upon deposit payment.

5.3 Client‑Initiated Rescheduling:

• More than 7 days before shoot: 20% of project value.

• 7 days or less: 50% of project value.

• 48 hours or less: 100% of crew day rates + committed third‑party costs.

5.4 Late Attendance / No‑Show: Arrivals over 60 minutes late may be treated as cancellation and fully charged.

5.5 Client Cancellations:

• All deposits remain non‑refundable.

• If cancelled after pre‑production begins: 100% of pre‑production fees + 50% of project value.

• Cancel within 72 hours of shoot: 100% of total project value.

5.6 Weather / Safety Postponements: Rescheduling fees apply unless Typhoon No.8 or Black Rainstorm is issued.

5.7 Equipment Damage: Client is responsible for damage caused by Client staff, guests, or venue conditions.

 

6) Fees, Expenses & Payment

6.1 All fees are stated in HKD and exclude additional costs such as crew overtime, equipment rental, props, travel, vehicles, parking, insurance, location fees, music licences, and talent fees.

6.2 Invoices are due within seven (7) calendar days.

6.3 Late payments accrue 2% simple interest per month.

6.4 We may pause Services for overdue payments.

6.5 Deposits & Upfront Payments (Non‑Refundable): All deposits remain non-refundable under all circumstances.

6.6 Multi‑stage projects require milestone payments as listed in the Order. Work will pause if milestones remain unpaid.

 

7) Changes, Approvals & Acceptance

7.1 Scope includes only what is stated in the Order — including deliverable counts, video lengths, and editing rounds.

7.2 Additional shooting hours, locations, or editing rounds require additional fees.

7.3 Deliverables are deemed accepted upon:

• written approval, or

• seven (7) days after delivery with no written defects raised.

7.4 Additional editing rounds beyond those specified in the Order are chargeable.

 

8) Talent, Locations & Production Factors

8.1 Unless stated, Client is responsible for venue permissions, location permits, licensing, wardrobe, talent releases, and onsite coordination.

8.2 Client bears all kill fees, talent/model fees, location rentals, equipment rentals, and music licences.

8.3 We are not responsible for venue restrictions or limitations impacting the shoot.

 

9) Marketing, Media & Platform Policies

9.1 We are not liable for content removal, account flags, demonetisation, or restrictions by third‑party platforms (Meta, YouTube, IG, TikTok, etc.).

9.2 Platform‑related delays or errors lie outside our control.

 

10) Intellectual Property (IP) & Usage Rights

10.1 Raw Footage & Project Files All raw footage, project files, unused footage, and working files remain the exclusive property of The Ayes Production unless explicitly purchased under a Raw Footage Licence.

10.2 Final Deliverables Usage Licence Upon full payment, the Client receives a non‑exclusive, non‑transferable, worldwide licence to use final exported deliverables solely for the purposes defined in the Order.

10.3 Usage Duration & Media Restrictions If specific usage limits apply (e.g., 1‑year advertising), the Client must renew licences for extended usage.

10.4 Third‑Party Materials Music, talent, stock footage, and graphics remain bound by their respective licences.

10.5 Portfolio Rights We may display completed work in our portfolio, website, showreels, or social media unless the Client opts out in writing before production begins.

 

11) Confidentiality & Data Protection

We will keep Client information confidential and comply with the Personal Data (Privacy) Ordinance (Cap.486). Confidentiality obligations continue after project completion.

 

12) Compliance & Ethics

We may decline any work that is unsafe, unlawful, discriminatory, or violates professional ethics.

 

13) Warranties, Disclaimers & Limitation of Liability

The Company warrants that all Services will be performed with reasonable care and professional skill. Creative outcomes, audience reactions, or commercial performance cannot be guaranteed. To the maximum extent permitted by law, the Company disclaims all implied warranties including fitness for a particular purpose.

The Company’s total aggregate liability for any claim arising from a project is limited to fifty percent (50%) of the total fees paid for that project. The Company is not liable for indirect, incidental, consequential, or special damages including loss of revenue, data, profit, opportunity, or goodwill.

 

14) Client Indemnities

The Client agrees to indemnify and hold harmless the Company, its directors, employees, and subcontractors from all claims, damages, losses, and expenses (including legal fees) arising from:

• Client‑supplied materials, instructions, or content;

• misuse or unauthorised distribution of Deliverables;

• infringement of third‑party rights due to Client content;

• breaches of laws, venue rules, advertising standards, or licensing requirements by the Client.

 

15) Force Majeure

Neither party is liable for delays or failure to perform due to events beyond reasonable control, including weather, natural disasters, epidemics, government restrictions, venue closures, equipment shortages, or platform outages.

During a Force Majeure event, affected obligations are suspended. Fees paid remain non-refundable. The Client must pay for all Services rendered and for committed third‑party costs. If a Force Majeure event continues for more than thirty (30) consecutive days, either party may terminate the Order with seven (7) days' written notice.

 

16) Subcontracting & Relationship of Parties

The Company may engage qualified subcontractors, freelancers, or production specialists to support the delivery of the Services while remaining fully responsible for the overall quality and performance of the project. The use of subcontractors does not diminish the Company's obligations under this Agreement.

Nothing in these Terms & Conditions creates a partnership, joint venture, employment relationship, or agency between the parties. Each party acts as an independent contractor, and neither party has authority to bind the other without prior written consent.

17) Termination

Either party may terminate the Agreement for material breach if the breaching party fails to remedy the breach within fourteen (14) days after receiving written notice. Upon termination, all deposits and upfront payments remain strictly non‑refundable. The Client is responsible for paying all outstanding fees for Services performed up to the date of termination, including pre‑production, production, post‑production, and all committed third‑party or subcontractor costs.

All licences granted for unpaid Deliverables immediately expire upon termination. The Client may not publish, use, distribute, or display any incomplete, draft, or unpaid Deliverables.

 

18) Notices

Formal notices must be sent to the email or postal addresses provided in the relevant Quotation, Invoice, or Order, unless updated in writing by either party. Notices sent by email are deemed received upon delivery confirmation. Notices sent by post are deemed received two (2) business days after dispatch within Hong Kong.

 

19) Governing Law & Jurisdiction

These Terms & Conditions are governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region. The parties irrevocably submit to the exclusive jurisdiction of the courts of Hong Kong SAR for any dispute arising out of or relating to the Agreement, its performance, or its enforcement.

 

20) General

If any provision of these Terms & Conditions is held to be invalid, unlawful, or unenforceable, the remaining provisions shall continue in full force and effect. No failure or delay by either party in enforcing any right or obligation shall constitute a waiver of that right. Neither party may assign or transfer any part of this Agreement without the prior written consent of the other party, except that the Company may assign the Agreement to a successor entity in connection with a business reorganisation, merger, or transfer of operations.

 

End of Terms & Conditions – The Ayes Production