What happens if I cancel a project?
If you cancel, we’ll charge for any work already completed and any costs incurred. For cancellations within 24 hours of the start date, the full project fee may apply.

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Who owns the work you create?
You own the final deliverables once full payment has been made. However, we retain ownership of the raw project files unless agreed otherwise.

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Can I use training materials after the course?
Course materials are for the sole use of attendees and shouldn’t be shared with others inside or outside your organisation without permission.

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What if I don’t pay on time?
Late payments may incur interest at 8% above the Bank of England base rate. We may also suspend services or withhold deliverables until payment is made.

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Do you offer refunds?
Refunds aren’t typically available, but we’ll review cancellations or rescheduling requests on a case-by-case basis.

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What if something goes wrong with a third-party platform?
While we take care to select reliable tools, we can’t be held responsible for issues or data breaches caused by third-party platforms.

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Can you use the work created for me in your portfolio?
Yes, but only with your prior approval, especially for internal-facing or sensitive projects.

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These Terms and Conditions ("Terms") govern the services provided by Liminal Shift, a trading name of Cordis Video Ltd ("Liminal Shift"), registered in England and Wales (Company Number: 06870305). By engaging Liminal Shift, the client ("Client") agrees to these Terms.

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1. Interpretation
1.1 Definitions:
- **Business Day**: Any day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.
- **Charges**: The fees payable by the Client for the Services in accordance with these Terms.
- **Contract**: The agreement between Liminal Shift and the Client for the provision of Services, incorporating these Terms.
- **Deliverables**: The outputs provided by Liminal Shift as part of the Services.
- **Intellectual Property Rights**: All patents, copyrights, trademarks, trade secrets, and other proprietary rights associated with the Services or Deliverables.
- **Order**: The Client’s acceptance of Liminal Shift’s proposal, quote, or sales order in writing.
- **Project Files**: Raw files, templates, or assets used to produce Deliverables.
- **Services**: Creative consultancy, training, AI-enhanced solutions, production services, and other related offerings as agreed in writing.
- **Specification**: The description or scope of Services provided in writing by Liminal Shift to the Client.

1.2 Construction:
- (a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
- (b) A reference to a party includes its personal representatives, successors, or permitted assigns.
- (c) A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
- (d) Any phrase introduced by the terms including, include, in particular, or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
- (e) A reference to writing or written includes email but excludes text messages unless explicitly agreed.

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2. Basis of Contract
2.1 The Order constitutes an offer by the Client to purchase Services in accordance with these Terms.

2.2 The Order is deemed accepted when Liminal Shift issues written confirmation or begins providing the Services, forming the Contract.

2.3 These Terms supersede any conflicting terms proposed by the Client unless explicitly agreed in writing by Liminal Shift.

2.4 The Contract constitutes the entire agreement between the parties regarding the Services. The Client acknowledges that it has not relied on any statement, promise, or representation not set out in the Contract.

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3. Services
3.1 Liminal Shift will provide the Services with reasonable care and skill in accordance with the Specification.

3.2 Liminal Shift reserves the right to amend the Services as necessary to comply with legal, regulatory, or safety requirements, provided such changes do not materially affect the nature or quality of the Services.

3.3 Delivery methods (in-person, virtual, or hybrid) will be determined by agreement or at Liminal Shift’s discretion unless specified in writing.

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4. Client Obligations
4.1 The Client must:
- (a) Ensure the accuracy of any information or materials provided for the Services.
- (b) Provide timely approvals and instructions as required.
- (c) Ensure premises are safe and accessible for onsite work.
- (d) Supply properly licensed materials and indemnify Liminal Shift against claims arising from unlicensed use.

4.2 The Client is responsible for delays caused by their actions, including late approvals or unavailability of necessary resources, and may incur additional charges.

4.3 The Client shall indemnify Liminal Shift against all damages, costs, and liabilities incurred as a consequence of claims related to the use of Client-supplied materials.

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5. Intellectual Property Rights
5.1 Ownership:
- (a) Deliverables: Ownership transfers to the Client upon full payment, excluding Project Files.
- (b) Project Files: Retained by Liminal Shift but may be purchased separately.
- (c) AI Outputs: Clients receive full usage rights for Deliverables but not underlying assets unless purchased separately.

5.2 Client-Supplied Materials:
The Client retains ownership and responsibility for supplied materials, ensuring proper licensing and compliance.

5.3 Portfolio Use:
Liminal Shift may showcase Deliverables in its portfolio or marketing materials with prior approval for internal-facing work.

5.4 Consultancy Deliverables:
Materials provided during training or consultancy are for the Client’s internal use only and may not be shared externally without written consent.

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6. Charges and Payment
6.1 Payment terms:
- (a) Invoices are due within 30 days unless extended terms are agreed in writing.
- (b) Longer payment terms may incur higher rates.

6.2 Large Projects:
- Payment schedules and milestones will be agreed as part of the proposal.

6.3 Cancellation:
- (a) Charges apply for work completed or costs incurred prior to cancellation.
- (b) Full fees apply for cancellations within 24 hours of the project start date.

6.4 Administration Fees:
- (a) Credit card payments incur a 5% surcharge.
- (b) Disbursements are subject to a 12.5% administrative fee.

6.5 Late Payments:
If payment is not received by the due date:
- (a) Interest will be charged at 8% above the Bank of England base rate, accruing daily from the due date until payment is made.
- (b) Liminal Shift reserves the right to suspend Services or withhold Deliverables until payment is received.

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7. Confidentiality
7.1 Both parties will maintain confidentiality of technical, commercial, and proprietary information disclosed during the Contract.

7.2 The Client agrees not to replicate or adapt Liminal Shift’s methodologies, processes, or ideas without prior written consent.

7.3 Training materials provided by Liminal Shift are for the sole use of course participants and may not be shared, reused, or disseminated externally without permission.

7.4 The Client may only use Deliverables or proprietary processes within the scope of the agreed project and must not disclose them to competitors or unauthorised third parties.

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8. Limitation of Liability
8.1 Liminal Shift is not liable for:
- (a) Consequential losses, including lost profits or reputational damage.
- (b) Errors or limitations in third-party platforms or AI tools.
- (c) Data breaches occurring on third-party platforms.

8.2 Liability is capped at the total fees paid by the Client under the Contract.

8.3 Nothing in these Terms excludes liability for death, personal injury caused by negligence, or fraud.

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9. Force Majeure
9.1 Liminal Shift is not liable for delays or failures caused by events beyond its reasonable control, such as natural disasters, pandemics, or government actions. If a Force Majeure event continues for more than six weeks, either party may terminate the Contract with written notice.

9.2 If Services are delayed due to a Force Majeure event, any timelines agreed under the Contract will be extended by a period equal to the duration of the event.

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10. General
10.1 Assignment:
- (a) Liminal Shift may assign, transfer, or subcontract its rights and obligations under the Contract without prior written consent.
- (b) The Client may not assign, transfer, or subcontract its rights or obligations without Liminal Shift’s written consent.

10.2 Notices:
- (a) Notices must be in writing and delivered by hand, prepaid post, or courier to the recipient’s registered office or principal place of business.
- (b) Notices are deemed received: (i) when delivered by hand; (ii) two Business Days after posting; or (iii) the next Business Day after courier delivery.

10.3 Severance:
If any provision of the Contract is deemed invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

10.4 Waiver:
A failure or delay in enforcing any right or remedy shall not constitute a waiver of that right or remedy.

10.5 Third-Party Rights:
No one other than a party to the Contract shall have any right to enforce its terms.

10.6 Variation:
Changes to the Contract must be agreed in writing and signed by both parties.

10.7 Governing Law:
The Contract shall be governed by and construed in accordance with English law.

10.8 Jurisdiction:
The courts of England and Wales shall have exclusive jurisdiction to settle any disputes arising under or in connection with the Contract.

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These Terms and Conditions are effective as of the date of acceptance of the contract.

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