1 INTERPRETATION

1.1. In these Terms and Conditions of Business ("Terms"), the following terms shall have the following meanings:

1.1.1 "Agreement" refers collectively to the Quote, these Terms, and any Contract for Services entered into by Bauhaus Collective and the Client.

1.1.2 "Client" refers to the individual, firm, company, or any other entity that has engaged Bauhaus Collective to provide the Services (as defined below) in accordance with this Agreement.

1.1.3 "Client Materials" encompass any goods, products, and materials in any form (including all associated Intellectual Property Rights) provided or made accessible by the Client to Bauhaus Collective for utilization in connection with this Agreement. This also includes any master tapes, film negatives, prints, sound tapes, videotapes, visual images, or sound held in any media.

2 FORMATION OF CONTRACT

2.1. The Agreement between Bauhaus Collective and the Client shall come into effect upon the acceptance, in writing or by any other means, of the Quote provided by Bauhaus Collective for the Services.

2.2. The Client acknowledges that any alterations or deviations from the initial Quote may require a new written agreement or amendment to the existing Agreement, as agreed upon by both parties.

3 PRICES AND TERMS OF PAYMENT

3.1. The prices for the Services provided by Bauhaus Collective shall be as stated in the Quote or as agreed upon between the parties in writing.

3.2. Unless otherwise specified in the Agreement, all prices quoted are exclusive of any applicable taxes, duties, or similar charges, which shall be the sole responsibility of the Client.

3.3. Payment terms shall be specified in the Quote or otherwise agreed upon in writing between Bauhaus Collective and the Client. Unless stated otherwise, invoices are due and payable within thirty (30) days from the date of issuance.

4 PERFORMANCE AND DELIVERY

4.1. Bauhaus Collective shall endeavour to perform the Services in a professional and timely manner, adhering to the agreed-upon schedule and milestones as set out in the Agreement.

4.2. Any delays or disruptions caused by factors beyond the reasonable control of the Bauhaus Collective may result in adjustments to the project timeline, subject to mutual Agreement between the parties.

4.3. Delivery of the completed work or project shall be as agreed upon in the Agreement. The Client understands that any delays caused by the Client may affect the delivery timeline.

5 INTELLECTUAL PROPERTY

5.1. Any pre-existing Intellectual Property Rights owned by either party shall remain the sole property of that party.

5.2. The Client retains ownership of the Client Materials and any Intellectual Property Rights therein. However, the Client grants Bauhaus Collective a non-exclusive, royalty-free license to use the Client Materials solely for the purpose of providing the Services under this Agreement.

5.3. Any new Intellectual Property Rights created as a result of the Services provided by Bauhaus Collective shall be owned by Bauhaus Collective unless otherwise agreed upon in writing.

6 CONFIDENTIALITY

6.3. The confidentiality obligations outlined in this Agreement shall not apply to information that:

6.3.1. Was already known to the receiving party at the time of disclosure and was not subject to any obligation of confidentiality.

6.3.2. Becomes publicly available or enters the public domain through no fault of the receiving party.

6.3.3. Is independently developed by the receiving party without reference to the disclosed confidential information.

6.3.4. Is rightfully received by the receiving party from a third party without breach of any confidentiality obligation.

7 TERMINATION

7.1. Either party may terminate this Agreement upon written notice to the other party in the event of a material breach of any provision of this Agreement, provided that the breaching party fails to remedy such breach within [specify the notice period] days of receiving written notice of the breach.

7.2. Bauhaus Collective may terminate this Agreement with immediate effect if the Client fails to make any payment when due or breaches any payment terms agreed upon in the Quote or this Agreement.

7.3. Termination of this Agreement shall not release either party from any accrued rights or obligations.

8 LIABILITY AND INDEMNITY

8.1. Bauhaus Collective shall exercise reasonable skill and care in providing the Services. However, the Client acknowledges that creative works are subjective, and Bauhaus Collective cannot guarantee specific results or outcomes.

8.2. Bauhaus Collective shall not be liable for any indirect, consequential, or incidental damages arising out of or related to the Services provided under this Agreement.

8.3. The total liability of Bauhaus Collective under this Agreement shall be limited to the total fees paid by the Client to Bauhaus Collective for the Services provided.

8.4. The Client agrees to indemnify and hold harmless Bauhaus Collective and its employees, agents, and subcontractors from and against any claims, damages, losses, liabilities, costs, and expenses, including reasonable legal fees, arising out of or in connection with the Client's use of the Services or any breach of this Agreement.

9 INSURANCE

1.1. The Client shall maintain and keep effective at all times insurance policies with reputable insurers that are sufficient to protect the Client against any loss or liability arising out of this Agreement. Such insurance coverage shall include, but not be limited to:

1.1.1. Insurance that covers the Client for any damage or loss for which Bauhaus Collective is not liable pursuant to these Terms.

1.1.2. Insurance that protects the Client against any accidental loss, damage, or destruction to any Client Materials or any other materials of any kind supplied by the Client to Bauhaus Collective while in the possession or control of Bauhaus Collective.

1.2. Bauhaus Collective reserves the right to request the Client to provide copies or certificates of Insurance or other evidence to prove compliance with this clause at any time during the term of this Agreement.

9.1. Bauhaus Collective shall maintain appropriate insurance coverage, including but not limited to professional liability insurance, to cover its obligations under this Agreement.

10 STORAGE OF CLIENT MATERIALS

10.1. Bauhaus Collective shall exercise reasonable care in storing any Client Materials entrusted to its care. However, the Client acknowledges that it remains responsible for maintaining copies of the Client Materials and shall not hold Bauhaus Collective liable for any loss, damage, or destruction of such materials.

11 CUSTOMER INPUT AND ACCESS TO/USE OF Bauhaus Collective'S PREMISES AND CONTENT

11.1. The Client grants Bauhaus Collective permission to use any feedback, input, or suggestions provided by the Client during the course of providing the Services for the purposes of improving its services.

11.2. The Client shall not have any right or access to Bauhaus Collective's premises or content, including but not limited to proprietary software, unless expressly permitted by Bauhaus Collective in writing.

12 PUBLICITY (Continued)

12.2. Bauhaus Collective shall seek the Client's approval before publicly disclosing any sensitive or confidential information about the Services or projects carried out under this Agreement.

13 FORCE MAJEURE

13.1. Neither party shall be liable for any delay or failure in the performance of its obligations under this Agreement caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government action, labour disputes, or internet outages ("Force Majeure Event").

13.2. In the event of a Force Majeure Event, the affected party shall promptly notify the other party and shall use reasonable efforts to resume performance as soon as practicable. The timeframe for performance shall be extended to the extent necessary to accommodate the delay caused by the Force Majeure Event.

14 SUBCONTRACTORS

14.1. Bauhaus Collective may engage third-party subcontractors to perform certain parts of the Services. Bauhaus Collective shall remain responsible for the subcontractors' work and ensure they comply with the terms of this Agreement.

14.2. The Client acknowledges and agrees that the use of subcontractors is a common practice in the creative industry and shall not hold Bauhaus Collective liable for the actions or omissions of any subcontractors.

15 GENERAL

15.1. This Agreement constitutes the entire understanding between Bauhaus Collective and the Client and supersedes all prior agreements, whether written or oral.

15.2. Any amendments or modifications to this Agreement must be made in writing and signed by both parties.

15.3. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15.4. This Agreement shall be governed by and construed in accordance with the laws of the state of California, and any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in the state of California.