Genium Creative Limited trading as Genium
Registered in England and Wales under company number: 07243991
Registered office: Churchill House, 137–139 Brent Street, London, NW4 4DJ
Main trading address: 114 Cricklewood Lane, London, NW2 2DP
VAT number: 989848519
ICO registration number: ZA350592
Email: [email protected]
Website: geniumcreative.com
Genium Creative Limited
Last updated: May 2026
These Terms & Conditions (“Terms”) govern all services provided by Genium Creative Limited trading as Genium Creative, Genium, “we”, “our” or “us” to any client (“Client”, “you” or “your”).
By approving a quotation, proposal, estimate, statement of work, purchase order, email confirmation, retainer agreement, production agreement, or by instructing Genium to commence work, you agree to be bound by these Terms.
These Terms apply to all creative, strategic, production, digital, marketing, content, communications, consultancy, film, photography, social media, AI-assisted and related services provided by Genium unless otherwise agreed in writing.
These Terms are intended primarily for clients acting in the course of business. Where a Client is acting as a consumer, nothing in these Terms shall limit or exclude any statutory rights or remedies that cannot lawfully be limited or excluded under applicable consumer protection law.
Nothing in these Terms creates any partnership, joint venture, employment relationship, franchise relationship or agency relationship between the parties.
Genium provides services including, but not limited to:
This may include management of email broadcast platforms such as Mailchimp, Mailjet, Klaviyo, Campaign Monitor and similar systems.
The scope of services for each project will be outlined in a quotation, proposal, statement of work (“SoW”), production agreement, email confirmation, retainer agreement or other written agreement.
Genium may use trusted employees, freelancers, consultants, suppliers, production partners, developers, crew, editors, photographers, designers, copywriters, strategists, AI tools, software platforms and specialist subcontractors in delivering services.
Unless expressly agreed in writing, Genium’s services are non-exclusive and Genium may provide services to other clients, including clients operating in similar or competing sectors.
These Terms apply to all work carried out by Genium unless varied by a written agreement signed by Genium.
Where there is a conflict between documents, the following order of precedence shall apply:
No terms or conditions set out in a Client purchase order, procurement portal, supplier onboarding platform, email footer, internal policy or other Client document shall apply unless expressly accepted in writing by Genium.
Client procurement requirements shall not override these Terms unless expressly agreed in writing by Genium.
All quotations and proposals remain valid for 30 days unless otherwise stated.
Quotations are based on:
Any changes to the agreed scope, schedule, assumptions, production requirements, procurement requirements, technical requirements or deliverables may result in revised fees, timelines or project terms.
Unless expressly stated otherwise:
Unless otherwise agreed in writing, project fees include only the services and deliverables expressly stated in the approved proposal, quotation, retainer agreement, production agreement or SoW.
Additional work outside the agreed scope may be charged at Genium’s standard hourly or daily rates.
Additional work may include, but is not limited to:
Unless otherwise agreed, revision rounds are limited to reasonable refinements of an approved creative direction. Major changes in direction after approval may be treated as new work.
Genium reserves the right to pause work until any change in scope and associated fees have been agreed in writing.
The Client agrees to:
The Client acknowledges that delays in approvals, information, materials, access or decision-making may affect timelines, budgets, resource allocation and delivery dates.
Genium shall not be liable for errors, delays, losses, compliance issues or legal issues arising from:
The Client is responsible for reviewing all deliverables carefully before approval, publication, distribution, broadcast, print, launch or deployment.
Unless otherwise agreed in writing:
Client approval confirms that the Client has checked and accepted all relevant elements, including but not limited to:
Project timelines depend upon timely Client cooperation, feedback, access and approval.
Where Client delays exceed 14 days, Genium reserves the right to:
Projects inactive for more than 60 days may be considered dormant and closed.
Genium reserves the right to suspend services where:
Suspension shall not affect the Client’s obligation to pay invoices, committed costs, third-party costs or fees for work already completed.
Unless otherwise agreed in writing:
Late payments may incur:
Genium may withhold:
until all invoices, third-party costs and expenses have been paid in full.
The Client shall not withhold payment due to:
Where only part of an invoice is disputed in good faith, the undisputed part must still be paid on time.
Where Genium provides services on a retainer, monthly management fee, recurring fee or ongoing support basis, the relevant agreement shall set out the services included.
Unless otherwise agreed in writing:
Retainers do not guarantee specific commercial outcomes, engagement levels, reach, rankings, leads, sales, media coverage, growth or return on investment.
The Client shall reimburse all agreed third-party costs and production expenses, including but not limited to:
Third-party costs may require advance payment before work commences.
Genium is not responsible for changes in pricing, availability, licence terms, platform fees, usage restrictions or supplier conditions imposed by third parties.
Where Genium pays third-party costs on behalf of the Client, Genium may charge handling, administration or management fees.
All intellectual property rights in concepts, designs, artwork, photography, film, video, animation, copy, code, content, deliverables, strategy, production materials and other work created by Genium shall remain the property of Genium or its licensors until all invoices, fees, expenses and third-party costs relating to the relevant project have been paid in full.
The Client shall not use, publish, reproduce, distribute, adapt, edit, broadcast, upload, print, commercially exploit or otherwise use any deliverables until payment has been received in full, unless Genium expressly agrees otherwise in writing.
Upon full payment, Genium grants the Client the agreed rights to use the final approved deliverables for the purposes, media, territory and duration set out in the relevant proposal, quotation, SoW, production agreement, retainer agreement or other written agreement.
Unless expressly agreed otherwise in writing:
Where an assignment of copyright or other intellectual property rights is expressly agreed, such assignment shall only take effect through a written document signed by or on behalf of Genium.
Nothing in these Terms shall be treated as a signed assignment of copyright unless expressly stated and signed by or on behalf of Genium.
Where assignment is agreed, it shall apply only to the final approved deliverables expressly identified in the written assignment and shall not include excluded materials, third-party materials, working files, source files, unused concepts, AI workflows, templates, methodologies or proprietary processes unless expressly stated.
Unless expressly agreed otherwise in writing, Genium retains ownership of:
Transfer of editable source files, working files, raw files, project files or production files may incur additional fees and may be subject to third-party licence restrictions.
Deliverables may include third-party materials, including but not limited to:
Such materials remain subject to third-party licence terms.
Genium shall not be liable for:
The Client is responsible for ensuring that all third-party licences are suitable for the Client’s intended use.
Where Genium uses fonts in creative work, branding, websites, campaigns, film, motion graphics, presentations, social media content, templates or other deliverables, such fonts may be subject to separate third-party licence terms.
Unless expressly stated in writing, font licences are not included in Genium’s fees.
The Client is responsible for obtaining, maintaining and complying with any required font licences for intended usage, including but not limited to:
If the Client requests use of a specific font, the Client warrants that it holds the appropriate licence for that use.
Genium shall not be liable for any claim, cost, licence fee, penalty or dispute arising from the Client’s use, misuse or unauthorised distribution of fonts after delivery.
Genium may display, publish, reproduce and promote completed work for:
unless otherwise agreed in writing.
Where confidentiality, embargoes or sensitive launches apply, the Client must notify Genium in writing before project commencement.
Genium may use artificial intelligence (“AI”), machine learning systems, generative AI tools, automation technologies, synthetic media systems, transcription services, AI-assisted editing tools, language models, image generation tools, voice tools, coding assistants, analytics systems or similar technologies in providing services.
This may include:
Unless the Client notifies Genium in writing before project commencement that AI use is prohibited or restricted, the Client grants Genium permission to use reasonable AI-assisted workflows in providing services.
The Client acknowledges that:
Unless expressly agreed otherwise in writing:
The Client remains responsible for:
Genium shall take reasonable steps not to knowingly upload confidential Client information into publicly trainable AI systems where inappropriate.
The Client must notify Genium in writing before project commencement if:
Genium shall not knowingly create, clone, simulate or materially alter a person’s voice, likeness, image or performance using AI or synthetic media tools for publication without appropriate written approval, consent or release documentation.
Film, video, photography and production schedules may be affected by circumstances outside Genium’s reasonable control, including but not limited to:
Genium may reasonably substitute:
where necessary for operational, creative, commercial or safety reasons.
The Client shall appoint authorised representatives for approvals, sign-off and on-set decision-making.
Where no authorised Client representative is available, Genium may make reasonable production decisions in line with the approved brief.
Delays caused by unavailable stakeholders, indecision, missing approvals, late feedback or excessive change requests may incur additional fees and revised timelines.
Unless otherwise agreed in writing:
Cancelled or postponed shoot days may incur:
Weather-related postponements, Client postponements or location issues may require revised production schedules and additional costs.
Genium shall take reasonable steps to operate safely during production.
The Client must notify Genium in advance of any site risks, hazards, access requirements, safeguarding requirements, security procedures, filming restrictions, health and safety rules or location-specific requirements.
Genium may suspend, postpone or alter production where it reasonably considers that health, safety, legal, safeguarding or operational risks exist.
The Client is responsible for obtaining and maintaining all required:
unless expressly agreed otherwise in writing.
The Client warrants that all required permissions have been obtained before publication, distribution, broadcast, upload or commercial exploitation.
Where production involves talent, contributors, employees, customers, children, vulnerable individuals, healthcare settings, testimonials, influencers or sensitive subjects, additional approvals, safeguarding procedures, consents, releases and usage restrictions may apply.
Unless expressly agreed otherwise in writing, the Client is responsible for ensuring that all contributors have given appropriate consent for the intended use.
Use of a person’s image, voice, likeness, performance or testimonial may be limited by the relevant release, licence, law, regulation or agreed usage terms.
Where projects involve drones, specialist equipment, hazardous environments, healthcare settings, public filming, restricted locations, live events or sensitive environments:
Genium shall not be liable for delays, restrictions or cancellations caused by regulatory, safety, location, weather or permission issues.
Usage rights for film, photography, talent, music, voiceover, locations, stock footage, archive footage, performers, contributors and third-party materials are limited to the agreed purpose, media, territory and duration.
Expanded use, paid advertising use, broadcast use, international use, extended campaign use, re-editing, re-cutting, re-licensing or re-use in new campaigns may require additional fees and clearances.
The Client shall not exceed agreed usage rights without written approval.
Unless expressly included within the agreed scope, the following are not included in final deliverables:
Such materials shall remain the property of Genium or its licensors.
Genium is under no obligation to retain project materials beyond 12 months after completion.
Archive retrieval, re-exporting, re-editing, file transfer or restoration of old projects may incur additional fees.
Genium shall use reasonable skill and care in managing social media accounts, content campaigns, publishing workflows and influencer activities.
However, Genium cannot guarantee:
The Client remains responsible for:
Platform changes, moderation decisions, account suspensions, outages, algorithm changes, policy changes, rejected ads, content removals, shadow bans or third-party platform actions remain outside Genium’s control.
Unless expressly agreed otherwise, Genium is not responsible for monitoring social media accounts outside agreed working hours.
Where campaigns involve influencers, creators, ambassadors, talent, employees, testimonials, affiliates, partners or sponsored content, the Client remains responsible for ensuring that appropriate disclosures, labels and transparency requirements are used.
This may include:
Unless expressly agreed otherwise in writing, Genium does not warrant or guarantee:
The Client is responsible for ensuring that products, claims, promotions, offers, competitions and endorsements comply with applicable laws, regulations and advertising codes.
Where Genium manages email campaigns, newsletters, mailing lists or broadcasts on behalf of the Client, including via Mailchimp, Mailjet or similar platforms, the Client remains responsible for ensuring that all recipient data has been lawfully collected and may lawfully be used for the intended marketing purpose.
The Client warrants that all email lists, customer data and contact records supplied to Genium comply with:
The Client remains responsible for:
Unless expressly agreed otherwise, Genium is not responsible for:
The Client must promptly notify Genium of:
The Client is responsible for approving all email content before broadcast, including claims, pricing, offers, links, unsubscribe wording, privacy references and legal notices.
Websites and digital services may rely upon third-party systems, including but not limited to:
Genium shall not be liable for:
No digital service, website, hosting environment, software system, email platform or online account can be guaranteed to be fully secure, error-free or uninterrupted.
Unless covered by a separate support, hosting or maintenance agreement, the following remain the Client’s responsibility after launch:
Genium does not guarantee:
Unless specifically included within the agreed scope, Genium does not guarantee:
Where accessibility services are included, the scope must specify the standard, deliverables and testing methodology.
The Client remains responsible for:
Public-sector, education, healthcare, government, charity and regulated-sector projects may require additional accessibility work, testing and documentation, which must be expressly scoped and priced.
The Client remains responsible for ensuring that all published materials, claims, offers, promotions, endorsements, competitions, disclosures, campaigns and marketing communications comply with applicable laws, regulations, industry rules and platform policies.
This includes, where applicable:
Unless expressly agreed otherwise in writing:
Genium may refuse to publish, submit, broadcast, upload or distribute content it reasonably believes may breach applicable laws, regulations, platform policies or ethical standards.
Each party shall keep confidential all non-public business, financial, commercial, technical, creative, strategic and operational information received from the other party.
Confidential information includes, but is not limited to:
This obligation shall not apply to information that:
Confidentiality obligations shall survive termination.
Each party shall comply with applicable data protection and privacy laws, including:
Where Genium processes personal data on behalf of the Client as a processor, the parties shall enter into a Data Processing Agreement or ensure that the relevant project agreement includes the mandatory processor terms required under UK data protection law before such processing begins.
Where the Client provides personal data to Genium, the Client warrants that:
Genium shall implement reasonable organisational and technical measures to protect personal data.
However, Genium shall not be liable for:
The Client acknowledges that Genium may use:
in delivering services.
Where international transfers, sub-processors, special category data, high-risk processing, children’s data, health data or large-scale marketing data are involved, additional contractual, technical and compliance requirements may apply.
Where Client procurement procedures, onboarding requirements, accessibility obligations, security reviews, legal reviews, vendor questionnaires, insurance requirements, supplier portals or compliance processes apply, the Client must provide such requirements before project commencement.
Unless expressly agreed in writing:
Where Client policies impose obligations beyond the agreed scope, Genium may decline such obligations or charge additional fees for compliance.
Genium is committed to conducting business ethically and in compliance with applicable anti-bribery, anti-corruption and modern slavery legislation.
Both parties agree:
Genium may terminate or suspend services where it reasonably suspects unlawful, unethical, exploitative, discriminatory or reputationally damaging conduct.
During a project and for 6 months after completion or termination, the Client shall not knowingly solicit, employ or directly engage any Genium employee, contractor, freelancer, crew member, consultant or supplier introduced by Genium in connection with the project, except with Genium’s prior written consent.
This restriction shall not apply where the Client had an existing relationship with the relevant person or supplier before introduction by Genium, or where the person responds to a general public recruitment advert not targeted at them.
Where this clause is breached, Genium may charge a reasonable introduction or recruitment fee.
The Client shall indemnify and hold harmless Genium, its directors, employees, contractors, freelancers, suppliers and agents against claims, liabilities, losses, damages, penalties, fines, costs and expenses, including reasonable legal costs, arising from:
This indemnity shall survive termination.
The liability cap in these Terms shall not limit the Client’s payment obligations, indemnity obligations, misuse of deliverables, breach of confidentiality, breach of data protection obligations, infringement of third-party rights or unauthorised use of Genium materials, except to the extent such limitation is required by law.
Genium maintains commercially appropriate business insurance cover.
The Client remains responsible for obtaining any insurance relating to:
Where a project requires specific insurance levels, certificates, endorsements or policy wording, the Client must notify Genium before project commencement. Additional insurance requirements may affect fees and timelines.
Genium warrants that services will be provided with reasonable skill and care.
All other warranties, representations, conditions or guarantees are excluded to the fullest extent permitted by law.
Genium does not guarantee:
The Client acknowledges that marketing, advertising, communications, branding, content, digital, social media and production outcomes depend on many factors outside Genium’s control.
To the fullest extent permitted by law:
The Client must notify Genium in writing of any claim within 12 months of completion of the relevant services, except where such restriction is not permitted by law.
Nothing in these Terms excludes or limits liability for:
Either party may terminate services in writing.
The Client shall pay for:
Genium may terminate or suspend services immediately where:
Termination shall not affect accrued rights, payment obligations, confidentiality obligations, indemnities, IP rights, usage restrictions or liability provisions.
Neither party shall be liable for delay or failure caused by events beyond reasonable control, including but not limited to:
Where a force majeure event affects delivery, Genium may revise timelines, alter production arrangements, suspend work or agree a revised scope.
Formal notices under these Terms must be sent in writing by email or post to the contact details provided by the relevant party.
Notices to Genium should be sent to the email address listed in the Contact section of these Terms unless Genium provides an alternative address in writing.
A notice sent by email shall be deemed received on the next business day after sending, provided no bounce-back or delivery failure notice is received.
The Client may not assign, transfer or subcontract its rights or obligations under these Terms without Genium’s prior written consent.
Genium may assign or transfer its rights and obligations where reasonably required for business restructuring, sale of business, internal administration or delivery of services, provided this does not materially reduce the Client’s rights.
If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid, lawful and enforceable.
If modification is not possible, the relevant provision shall be deemed deleted and the remaining provisions shall continue in full force and effect.
A failure or delay by either party to enforce any right or remedy shall not constitute a waiver of that right or remedy.
A waiver shall only be effective if given in writing.
Except for Genium’s directors, employees, contractors, freelancers, suppliers and agents who may benefit from relevant protections, indemnities and liability limitations, no person who is not a party to these Terms shall have rights to enforce any provision under the Contracts (Rights of Third Parties) Act 1999.
The parties shall first attempt to resolve disputes through good-faith discussions between senior representatives before commencing legal proceedings.
Either party may seek urgent injunctive or protective relief where necessary to protect intellectual property, confidential information, data, reputation, unpaid fees or ongoing commercial interests.
These Terms, together with any quotation, proposal, SoW, production agreement, retainer agreement or written agreement, constitute the entire agreement between the parties and supersede prior discussions, representations, proposals, statements or understandings.
The Client acknowledges that it has not relied on any statement, promise, assurance or representation not set out in the written agreement.
Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.
These Terms shall be governed by and construed in accordance with the laws of England and Wales.
The courts of England and Wales shall have exclusive jurisdiction over any dispute arising in connection with these Terms.