DARK LONDON LTD
Standard Terms and Conditions of Business
Version 1.0
Effective Date: 17 July 2026
Important Notice
These Terms and Conditions apply to all quotations, estimates, proposals, bookings and services provided by Dark London Ltd unless otherwise agreed in writing.
By accepting a quotation, issuing a purchase order, paying a deposit or instructing Dark London Ltd to commence work, the Client confirms that they have read, understood and agreed to be bound by these Terms and Conditions.
1. Definitions and Interpretation
1.1 Definitions
In these Terms and Conditions, unless the context otherwise requires:
“Client” means the individual, company, organisation or other legal entity accepting a quotation or engaging Dark London Ltd to provide services.
“Dark London Ltd”, “we”, “our” or “us” means Dark London Ltd, a company registered in England and Wales under company number 15287838.
“Quotation” means any written estimate, proposal, quotation or statement of fees issued by Dark London Ltd.
“Project” means the services, production, photography, filming, editing, post-production, consultancy or other work described within the Quotation.
“Deliverables” means all agreed final materials supplied to the Client, including but not limited to videos, photographs, graphics, edited media, digital assets and other agreed outputs.
“Production Day” means any day or part thereof during which Dark London Ltd, its employees or subcontractors are booked to provide services.
“Working Files” means all raw footage, project files, editing timelines, source files, templates, production assets, audio recordings, graphics, photographs, backups and other materials created during the production process that are not expressly identified as Deliverables.
1.2 Interpretation
Unless the context otherwise requires:
• references to the singular include the plural and vice versa;
• references to any statute or legislation include any amendment or replacement thereof;
• headings are provided for convenience only and shall not affect interpretation;
• references to writing include email and other electronic communications.
2. Validity of Quotations
All quotations issued by Dark London Ltd remain valid for a period of seven (7) days from the date of issue unless otherwise stated in writing.
Dark London Ltd reserves the right to amend or withdraw any quotation at any time prior to acceptance.
All quotations are based upon the information available at the time of preparation. Should the scope, schedule or requirements of the Project change prior to commencement, Dark London Ltd reserves the right to revise the quotation accordingly.
Unless expressly stated otherwise, all prices are exclusive of Value Added Tax (VAT), expenses and third-party costs.
3. Scope of Services
Each quotation is prepared solely on the basis of the services expressly described within it.
Any additional services, revisions, amendments, consultations, locations, production days, post-production work, deliverables or other variations requested by the Client shall be treated as a variation to the original agreement and may be quoted and invoiced separately.
The Client shall provide all information, approvals, branding, scripts, access, permissions, schedules, contacts and other materials reasonably required to enable Dark London Ltd to perform the Project.
Dark London Ltd shall not be responsible for delays arising from incomplete instructions, delayed approvals or the Client’s failure to provide the necessary information within reasonable timescales.
Where a contingency allowance has not been expressly included within the quotation, the Client acknowledges that certain unavoidable costs may arise during production.
Such costs may include, without limitation:
• additional crew time;
• travel;
• accommodation;
• parking;
• congestion charges;
• equipment hire;
• venue costs;
• waiting time;
• overtime;
• weather-related delays;
• unforeseen production requirements; and
• any other reasonable expenses necessarily incurred to complete the Project.
Dark London Ltd shall use reasonable endeavours to notify the Client before incurring such costs.
However, where immediate decisions are reasonably required to ensure the successful completion of the Project, maintain the agreed production schedule or avoid unnecessary disruption, Dark London Ltd reserves the right to incur such reasonable costs without obtaining prior approval where it is not reasonably practicable to do so.
4. Acceptance
Acceptance of a quotation may occur by:
• written confirmation;
• email acceptance;
• electronic acceptance;
• payment of any deposit;
• purchase order;
• or any instruction authorising Dark London Ltd to commence work.
Any of the above shall constitute full acceptance of both the quotation and these Terms and Conditions.
No amendment to these Terms shall be binding unless agreed in writing by a director of Dark London Ltd.
5. Payment
5.1 Deposits
Dark London Ltd reserves the right to require a deposit before commencing any Project.
Where a deposit is required, no work shall commence until the deposit has been received in cleared funds unless otherwise agreed in writing.
Unless otherwise agreed, deposits are non-refundable where the Client cancels the Project.
5.2 Payment Terms
Unless otherwise agreed in writing, all invoices are payable within thirty (30) days of the invoice date.
Time for payment shall be of the essence.
The Client shall make payment in full without deduction, withholding, set-off or counterclaim except where required by law.
Payment shall be deemed received only when cleared funds have been credited to Dark London Ltd’s nominated bank account.
5.3 Late Payment
Where any invoice remains unpaid after the due date, Dark London Ltd reserves the right to exercise all rights available under the Late Payment of Commercial Debts (Interest) Act 1998, including the right to charge:
• statutory interest on the outstanding amount;
• any applicable fixed compensation for late payment; and
• any reasonable costs incurred in recovering the outstanding debt where permitted by law.
Interest shall accrue from the day after the payment due date until payment is received in full.
Persistent late payment may result in Dark London Ltd:
• suspending current work;
• postponing future bookings;
• withholding Deliverables and Working Files;
• requiring full or partial payment in advance for future Projects; and/or
• declining future instructions from the Client.
The Client shall remain liable for all costs reasonably incurred by Dark London Ltd in recovering overdue sums, including legal costs where recoverable.
5.4 Suspension of Services
Where any invoice becomes overdue, Dark London Ltd reserves the right, without liability, to:
• suspend any current Project;
• postpone any future bookings;
• withhold editing, post-production or other services;
• withhold delivery of any Deliverables;
• refuse to release source files, Working Files or final exports; and
• decline to accept further instructions from the Client,
until all outstanding invoices have been paid in full.
Any resulting delay to the Project shall not constitute a breach of contract by Dark London Ltd.
5.5 Ownership Pending Payment
Legal ownership of all Deliverables shall remain with Dark London Ltd until payment has been received in full.
The Client shall not publish, distribute, broadcast, commercially exploit or otherwise use any Deliverables until all outstanding invoices relating to the Project have been settled.
5.6 Instalments and Staged Projects
Where a Project is invoiced in stages, each invoice shall be treated as a separate payment obligation.
Failure to pay any stage invoice shall entitle Dark London Ltd to suspend further work until payment has been received.
Project timelines shall automatically extend by any period during which work is suspended for non-payment.
5.7 Expenses
Unless expressly included within the Quotation, Dark London Ltd reserves the right to invoice for all reasonable expenses incurred in connection with the Project, including but not limited to:
• mileage;
• parking;
• congestion or clean air charges;
• tolls;
• accommodation;
• subsistence;
• courier charges;
• specialist equipment hire;
• location fees;
• permits;
• third-party services; and
• other reasonable production costs.
Where reasonably practicable, such expenses shall be discussed with the Client in advance.
5.8 Estimates
Where estimates are provided for third-party costs or expenses, these are given in good faith and are based upon information available at the time.
Dark London Ltd reserves the right to pass on any reasonable increases in third-party costs incurred after acceptance of the Quotation.
5.9 Disputed Invoices
Should the Client dispute any invoice, they shall notify Dark London Ltd in writing within seven (7) days of the invoice date, clearly setting out the nature of the dispute.
The Client shall pay all undisputed amounts by the due date.
Failure to raise a dispute within seven (7) days shall not prevent the Client raising a genuine dispute later, but shall be taken into account when assessing whether payment has been unreasonably withheld.
6. Bookings and Cancellations
6.1 Booking Confirmation
A booking shall be deemed confirmed upon:
• written acceptance of the Quotation;
• payment of any required deposit;
• issue of a purchase order; or
• instruction for Dark London Ltd to commence work.
Upon confirmation, Dark London Ltd shall reserve the agreed dates, personnel and resources exclusively for the Client.
The agreed fee represents the minimum amount payable for those booked services.
6.2 Provisional Bookings (“Pencils”)
Dark London Ltd may, at its discretion, accept provisional bookings (“Pencils”).
A Pencil reserves Dark London Ltd’s availability pending the Client’s confirmation.
The Client agrees to confirm or release any Pencil as soon as reasonably practicable.
If a Pencil is retained by the Client but subsequently released or cancelled without reasonable notice, preventing Dark London Ltd from accepting alternative work for the same period, Dark London Ltd reserves the right to invoice up to fifty per cent (50%) of the quoted fee where such charge reasonably reflects the loss suffered.
Where another client wishes to book the same dates, Dark London Ltd shall make reasonable efforts to contact the original Client and request confirmation within a reasonable timeframe.
If confirmation is not received within that timeframe, Dark London Ltd reserves the right to release the Pencil and accept the alternative booking.
6.10 Weather
Where filming or photography is affected by adverse weather, Dark London Ltd shall not be liable for any resulting delay, cancellation or reduction in Deliverables.
Where adverse weather necessitates:
• additional attendance;
• additional production days;
• re-shoots;
• extended equipment hire;
• additional travel; or
• additional crew,
such costs may be quoted and invoiced separately.
Dark London Ltd shall use reasonable endeavours to minimise any additional costs and shall notify the Client of such costs where reasonably practicable.
6.11 Client Attendance
The Client is encouraged to attend production sessions or appoint a suitably authorised representative to attend on their behalf where creative approval or production decisions may reasonably be required.
Where the Client or their representative chooses not to attend any production session, the Client acknowledges that Dark London Ltd shall make reasonable creative, editorial and technical decisions in accordance with the agreed brief, industry best practice and its professional judgement.
The Client shall not be entitled to reject Deliverables solely on the basis of creative or editorial decisions that could reasonably have been approved or amended during production had the Client or their representative been present.
6.12 Client Approval
Where the Client or their authorised representative is present during filming, photography or production and approves any aspect of the work, including but not limited to locations, framing, lighting, composition, performances, interview content, styling, graphics or other creative decisions, such approval shall constitute acceptance of those elements.
Requests to alter, recreate or re-shoot previously approved work after production has concluded shall constitute additional work and may be quoted and invoiced separately.
6.13 Creative Judgement
The Client acknowledges that they have engaged Dark London Ltd on the basis of its portfolio, experience, technical expertise and creative approach.
Whilst Dark London Ltd shall exercise all reasonable skill, care and professional judgement in delivering the Project in accordance with the agreed brief, the Client acknowledges that creative work is inherently subjective.
Accordingly, personal taste, artistic preference or a change in creative direction following approval of the brief shall not, of itself, constitute a failure by Dark London Ltd to perform its obligations under this Agreement.
7. Intellectual Property
7.1 Ownership
Unless otherwise agreed in writing, all intellectual property rights in the Project, Deliverables and Working Files shall remain the property of Dark London Ltd until all invoices relating to the Project have been paid in full.
Upon receipt of payment in full, ownership of the agreed Deliverables shall transfer to the Client to the extent expressly stated within the Quotation.
Nothing within these Terms shall transfer ownership of any Working Files unless expressly agreed in writing.
7.2 Working Files
Unless specifically included within the Quotation, Dark London Ltd retains ownership of all:
• raw video footage;
• raw photographs;
• editing project files;
• timelines;
• source files;
• colour grading projects;
• motion graphics projects;
• audio sessions;
• graphics;
• templates;
• production documents;
• backups;
• production assets; and
• any other Working Files created during the Project.
Working Files do not form part of the Deliverables unless expressly stated.
7.3 Source Files
Where the Client requests Working Files, source files or editable project files after completion of the Project, Dark London Ltd may, at its sole discretion:
• provide a separate quotation for their supply;
• refuse such request where third-party licensing restrictions apply; or
• require the Client to enter into a separate licence agreement.
Dark London Ltd shall have no obligation to release editable files.
7.4 Third-Party Licences
Where Deliverables incorporate music, fonts, stock footage, graphics, images, sound effects, software or any other third-party licensed material, such material shall remain subject to the terms of the relevant licence.
The Client acknowledges that such licences may restrict copying, redistribution, modification or future use.
Dark London Ltd accepts no responsibility for any breach of third-party licence terms by the Client following delivery.
7.5 Usage Before Payment
The Client shall not publish, distribute, broadcast, transmit, reproduce, edit or otherwise use any Deliverables until payment has been received in full unless otherwise agreed in writing.
Any unauthorised use prior to payment shall constitute a material breach of these Terms.
7.6 Moral Rights
Dark London Ltd reserves the right to assert its moral rights in accordance with the Copyright, Designs and Patents Act 1988.
Nothing within these Terms shall require Dark London Ltd to waive any moral rights unless expressly agreed in writing.
8. Promotional Use and Asset Retention
8.1 Promotional Use
Dark London Ltd acknowledges that many Projects involve confidential, commercially sensitive or embargoed material.
Accordingly, Dark London Ltd shall not use any footage, photographs, graphics, Deliverables or other Project materials for marketing, advertising, portfolio, website, social media, showreel, case studies, award submissions or any other public-facing purpose without the Client’s prior written consent.
8.2 Confidential Projects
Where the Client identifies a Project as confidential, Dark London Ltd shall take reasonable steps to ensure that such confidentiality is maintained in accordance with these Terms.
8.3 Delivery Confirmation
Following written confirmation from the Client that all agreed Deliverables have been received, Dark London Ltd shall retain the Project files for a reasonable period before permanent deletion.
The Client is responsible for downloading, checking and securely storing all Deliverables once supplied.
8.4 Archive Retention
Dark London Ltd does not guarantee the long-term retention of any Project files.
Where files remain available after Project completion, Dark London Ltd may, at its sole discretion, retain archive copies for operational purposes.
Such retention shall not create any obligation to preserve, maintain or reproduce those files.
8.5 Archive Retrieval
Where archived files remain available, Dark London Ltd reserves the right to charge reasonable administration, retrieval, restoration or export fees for locating and supplying archived material.
Retrieval of archived files is not guaranteed.
8.6 Permanent Deletion
Following deletion of any Project files, Dark London Ltd shall have no obligation to recover, reconstruct or reproduce those files.
The Client acknowledges that permanent deletion forms part of Dark London Ltd’s normal data management procedures.
9. Client Responsibilities
9.1 Permissions
Unless expressly agreed otherwise in writing, the Client shall obtain all permissions, licences, permits, releases, location permissions and consents necessary for the Project.
9.2 Client Materials
The Client warrants that any materials supplied to Dark London Ltd, including logos, branding, music, photographs, graphics, scripts, documents and other content, do not infringe the intellectual property rights or other legal rights of any third party.
The Client shall indemnify Dark London Ltd against any claims arising from materials supplied by the Client.
9.3 Client Property
Where the Client supplies equipment, products, storage media or any other property, Dark London Ltd shall exercise reasonable care whilst such items remain in its possession.
Except where loss or damage results directly from the negligence of Dark London Ltd, all Client property shall remain at the Client’s own risk.
9.4 Timely Cooperation
The Client shall provide approvals, feedback and requested information within reasonable timescales.
Dark London Ltd shall not be responsible for any delay arising from the Client’s failure to do so.
Where such delays result in additional production, editing or administration time, Dark London Ltd reserves the right to charge for the additional work.
9.5 Authorised Instructions
Dark London Ltd shall be entitled to rely upon instructions provided by any individual whom it reasonably believes to be authorised to act on behalf of the Client.
The Client shall be responsible for ensuring that only authorised persons issue instructions relating to the Project.
9.6 Client Feedback and Approvals
Where the Project includes review or revision stages, the Client shall provide one consolidated set of feedback for each agreed revision round unless otherwise agreed in writing.
The Client is responsible for coordinating feedback from all internal stakeholders, employees, contractors and third parties before submitting comments to Dark London Ltd.
Dark London Ltd shall not be responsible for delays arising from fragmented, conflicting, duplicated or sequential feedback received from multiple individuals.
Where additional editing, administration or revision work becomes necessary as a result of conflicting, repeated or piecemeal feedback, or where previously approved work is subsequently amended or reversed, Dark London Ltd reserves the right to charge for such additional work at its prevailing rates.
Where the Client fails to provide feedback or approvals within a reasonable period, Dark London Ltd reserves the right to revise delivery dates accordingly and, where appropriate, invoice for work completed to date.
10. Delivery
10.1 Delivery Dates
Any delivery dates or production schedules provided by Dark London Ltd are estimates only unless expressly agreed in writing.
Whilst Dark London Ltd shall use reasonable endeavours to meet agreed deadlines, it shall not be liable for delays arising from circumstances beyond its reasonable control, including Client delays, third-party suppliers, weather, illness or technical issues.
10.2 Method of Delivery
Unless otherwise agreed in writing, Deliverables shall be supplied electronically via digital download, cloud storage or other suitable transfer method.
The risk of loss shall pass to the Client once the Deliverables have been successfully transmitted or made available for download.
10.3 Inspection of Deliverables
The Client shall inspect all Deliverables promptly upon receipt.
Any material defect shall be notified to Dark London Ltd in writing within fourteen (14) days of delivery.
Dark London Ltd shall be given a reasonable opportunity to investigate and, where appropriate, remedy any genuine defect.
10.4 Acceptance
Where no material defect is notified within fourteen (14) days of delivery, the Deliverables shall be deemed accepted.
Requests for creative changes following acceptance shall constitute additional work.
11. Production Provisions
11.1 Creative Interpretation
The Client acknowledges that they have engaged Dark London Ltd on the basis of its portfolio, experience, technical expertise and creative approach.
Dark London Ltd shall exercise reasonable skill, care and professional judgement in interpreting the agreed brief.
Creative work is inherently subjective and, provided the Deliverables substantially reflect the agreed brief, personal preference or a subsequent change of opinion shall not constitute defective performance.
11.2 Third-Party Contractors
Dark London Ltd may engage suitably qualified freelance crew, subcontractors, assistants, specialists or suppliers where reasonably required to complete the Project.
Dark London Ltd shall remain responsible for the overall delivery of the agreed services.
11.3 Drone Operations
Any aerial filming or photography shall remain subject to:
• Civil Aviation Authority regulations;
• airspace restrictions;
• weather conditions;
• site permissions;
• landowner consent; and
• safe operating conditions.
Where drone operations cannot lawfully or safely proceed, Dark London Ltd shall not be liable for any resulting omission from the Deliverables.
Additional attendance or alternative filming may be quoted separately.
11.4 Health and Safety
Dark London Ltd is committed to maintaining safe working practices throughout every Project.
Dark London Ltd reserves the right to refuse, suspend or terminate any activity which, in its reasonable opinion, presents an unacceptable risk to:
• its employees;
• freelance crew;
• subcontractors;
• members of the public;
• Client representatives;
• equipment; or
• property.
Such action shall not constitute a breach of these Terms.
Where delays or additional costs arise as a consequence of unsafe conditions or unsafe instructions, Dark London Ltd reserves the right to recover its reasonable losses.
11.5 Expenses
Unless expressly included within the Quotation, Dark London Ltd reserves the right to invoice for reasonable Project-related expenses, including but not limited to:
• mileage;
• parking;
• congestion charges;
• tolls;
• accommodation;
• subsistence;
• courier services;
• permits;
• specialist equipment hire;
• location fees; and
• other reasonable production expenses.
Where reasonably practicable, such expenses shall be discussed with the Client before being incurred.
11.6 Client-Supplied Media and Data
The Client is responsible for ensuring that any footage, photographs, audio, graphics, project files, hard drives or other digital assets supplied to Dark London Ltd are complete, accurate, accessible and free from viruses, malware, corruption or other technical defects.
Whilst Dark London Ltd shall exercise reasonable care when handling Client-supplied media, it accepts no responsibility for delays, additional costs or loss arising from corrupt, incomplete, incompatible, damaged or incorrectly supplied files.
Where additional work is required to recover, repair, organise, synchronise, transcode, convert or reconstruct Client-supplied media, Dark London Ltd reserves the right to charge for such work at its prevailing rates.
11.7 Commercial Outcomes
Whilst Dark London Ltd shall provide its services with reasonable skill, care and professionalism, no guarantee or warranty is given that any Project, Deliverables or campaign will achieve any particular:
• sales;
• revenue;
• enquiries;
• audience engagement;
• viewing figures;
• social media performance;
• search engine rankings;
• commercial success; or
• other business outcome.
The Client acknowledges that such outcomes are influenced by numerous factors outside the reasonable control of Dark London Ltd.
11.8 Professional Standards
Dark London Ltd is committed to conducting its business in accordance with recognised professional standards and industry best practice within the UK creative, film and television sectors.
Where appropriate, Dark London Ltd has regard to guidance published by recognised industry bodies and public authorities, including the Health and Safety Executive, the Civil Aviation Authority and other relevant organisations, whilst maintaining its own professional standards and working practices.
12. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond its reasonable control.
Such circumstances include, but are not limited to:
• adverse weather;
• flood;
• fire;
• epidemic or pandemic;
• illness;
• accident;
• equipment failure;
• power failure;
• transport disruption;
• industrial action;
• government restrictions;
• civil unrest;
• acts of terrorism; or
• any other event beyond the reasonable control of the affected party.
Where such circumstances continue for an extended period, both parties shall use reasonable endeavours to agree an alternative production schedule or bring the Project to an orderly conclusion.
13. Equipment Failure and Data Loss
13.1 Reasonable Care
Dark London Ltd shall use reasonable skill, care and professional practice in carrying out the Project and in handling all footage, photographs, recordings, project files and other production materials.
Appropriate measures shall be taken to minimise the risk of equipment failure, data loss or accidental damage, including the use of suitable recording media, backups and professional workflows where reasonably practicable.
13.2 Equipment Failure
In the unlikely event that equipment failure, technical malfunction or circumstances beyond the reasonable control of Dark London Ltd prevent completion of part or all of the Project, Dark London Ltd shall use reasonable endeavours to:
• recover affected material;
• re-perform the affected services where reasonably practicable; or
• agree an appropriate alternative solution with the Client.
Where re-performance is not reasonably possible, Dark London Ltd’s liability shall be limited to a refund of the fees paid for the affected part of the Project.
13.3 Data Loss
Whilst Dark London Ltd operates professional data management procedures, no recording system, storage medium or backup process can completely eliminate the risk of accidental loss.
Dark London Ltd shall not be liable for any indirect or consequential loss arising from accidental data loss beyond its reasonable control.
14. Limitation of Liability
14.1 Liability
Nothing within these Terms shall exclude or limit liability where such liability cannot lawfully be excluded or limited under the laws of England and Wales.
Subject to the above, Dark London Ltd’s total aggregate liability arising out of or in connection with any Project, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees actually paid by the Client under the relevant Quotation.
14.2 Excluded Losses
To the fullest extent permitted by law, Dark London Ltd shall not be liable for:
• loss of profit;
• loss of revenue;
• loss of business;
• loss of opportunity;
• loss of goodwill;
• anticipated savings;
• indirect loss;
• consequential loss; or
• special damages,
whether arising directly or indirectly from the Project.
14.3 Third-Party Acts
Dark London Ltd shall not be liable for delays, failures or losses caused by third-party suppliers, venues, internet service providers, courier services, cloud storage providers or other third parties outside its reasonable control.
15. Confidentiality
Each party shall treat as confidential all commercially sensitive, proprietary or confidential information disclosed during the Project.
Neither party shall disclose such information to any third party except:
• with the prior written consent of the other party;
• where required by law;
• where required by a court of competent jurisdiction; or
• where disclosure is reasonably necessary to professional advisers, insurers or subcontractors engaged in connection with the Project.
This obligation shall survive completion or termination of the Project.
16. General Provisions
16.1 Entire Agreement
These Terms, together with the relevant Quotation and any documents expressly incorporated by reference, constitute the entire agreement between the parties and supersede all previous discussions, negotiations, representations or understandings relating to the Project.
16.2 Severability
If any provision of these Terms is found by a court of competent jurisdiction to be unlawful, invalid or unenforceable, that provision shall be deemed severed and the remaining provisions shall continue in full force and effect.
16.3 Waiver
No delay or failure by either party to exercise any right or remedy under these Terms shall constitute a waiver of that right or remedy.
Any waiver shall be effective only if made in writing.
16.4 Variation
No amendment or variation of these Terms shall be binding unless agreed in writing by both parties.
16.5 Assignment
The Client may not assign, transfer or otherwise dispose of any rights or obligations arising under these Terms without the prior written consent of Dark London Ltd.
Dark London Ltd may assign or subcontract its obligations where reasonably required to deliver the Project.
16.6 Notices
Any notice required under these Terms shall be given in writing and may be served by hand, first class post or email to the most recent contact details provided by the receiving party.
Notices sent by email shall be deemed received on the next Working Day following transmission, provided no delivery failure notification has been received.
16.7 No Partnership
Nothing within these Terms shall create or be deemed to create any partnership, joint venture, agency or employment relationship between the parties.
17. Governing Law and Jurisdiction
These Terms and Conditions, together with any Quotation or agreement incorporating them, shall be governed by and construed in accordance with the laws of England and Wales.
The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute or claim arising out of or in connection with these Terms or the Project.
Company Information
Dark London Ltd
Company Number: 15287838
Registered Office:
28 Greville Road
London
E17 9HG
Version: 1.0
Effective Date: 17 July 2026
© Dark London Ltd. All rights reserved.
DARK LONDON LTD
Standard Terms and Conditions of Business
Version 1.0
Effective Date: 17 July 2026
Important Notice
These Terms and Conditions apply to all quotations, estimates, proposals, bookings and services provided by Dark London Ltd unless otherwise agreed in writing.
By accepting a quotation, issuing a purchase order, paying a deposit or instructing Dark London Ltd to commence work, the Client confirms that they have read, understood and agreed to be bound by these Terms and Conditions.
1. Definitions and Interpretation
1.1 Definitions
In these Terms and Conditions, unless the context otherwise requires:
“Client” means the individual, company, organisation or other legal entity accepting a quotation or engaging Dark London Ltd to provide services.
“Dark London Ltd”, “we”, “our” or “us” means Dark London Ltd, a company registered in England and Wales under company number 15287838.
“Quotation” means any written estimate, proposal, quotation or statement of fees issued by Dark London Ltd.
“Project” means the services, production, photography, filming, editing, post-production, consultancy or other work described within the Quotation.
“Deliverables” means all agreed final materials supplied to the Client, including but not limited to videos, photographs, graphics, edited media, digital assets and other agreed outputs.
“Production Day” means any day or part thereof during which Dark London Ltd, its employees or subcontractors are booked to provide services.
“Working Files” means all raw footage, project files, editing timelines, source files, templates, production assets, audio recordings, graphics, photographs, backups and other materials created during the production process that are not expressly identified as Deliverables.
1.2 Interpretation
Unless the context otherwise requires:
• references to the singular include the plural and vice versa;
• references to any statute or legislation include any amendment or replacement thereof;
• headings are provided for convenience only and shall not affect interpretation;
• references to writing include email and other electronic communications.
2. Validity of Quotations
All quotations issued by Dark London Ltd remain valid for a period of seven (7) days from the date of issue unless otherwise stated in writing.
Dark London Ltd reserves the right to amend or withdraw any quotation at any time prior to acceptance.
All quotations are based upon the information available at the time of preparation. Should the scope, schedule or requirements of the Project change prior to commencement, Dark London Ltd reserves the right to revise the quotation accordingly.
Unless expressly stated otherwise, all prices are exclusive of Value Added Tax (VAT), expenses and third-party costs.
3. Scope of Services
Each quotation is prepared solely on the basis of the services expressly described within it.
Any additional services, revisions, amendments, consultations, locations, production days, post-production work, deliverables or other variations requested by the Client shall be treated as a variation to the original agreement and may be quoted and invoiced separately.
The Client shall provide all information, approvals, branding, scripts, access, permissions, schedules, contacts and other materials reasonably required to enable Dark London Ltd to perform the Project.
Dark London Ltd shall not be responsible for delays arising from incomplete instructions, delayed approvals or the Client’s failure to provide the necessary information within reasonable timescales.
Where a contingency allowance has not been expressly included within the quotation, the Client acknowledges that certain unavoidable costs may arise during production.
Such costs may include, without limitation:
• additional crew time;
• travel;
• accommodation;
• parking;
• congestion charges;
• equipment hire;
• venue costs;
• waiting time;
• overtime;
• weather-related delays;
• unforeseen production requirements; and
• any other reasonable expenses necessarily incurred to complete the Project.
Dark London Ltd shall use reasonable endeavours to notify the Client before incurring such costs.
However, where immediate decisions are reasonably required to ensure the successful completion of the Project, maintain the agreed production schedule or avoid unnecessary disruption, Dark London Ltd reserves the right to incur such reasonable costs without obtaining prior approval where it is not reasonably practicable to do so.
4. Acceptance
Acceptance of a quotation may occur by:
• written confirmation;
• email acceptance;
• electronic acceptance;
• payment of any deposit;
• purchase order;
• or any instruction authorising Dark London Ltd to commence work.
Any of the above shall constitute full acceptance of both the quotation and these Terms and Conditions.
No amendment to these Terms shall be binding unless agreed in writing by a director of Dark London Ltd.
5. Payment
5.1 Deposits
Dark London Ltd reserves the right to require a deposit before commencing any Project.
Where a deposit is required, no work shall commence until the deposit has been received in cleared funds unless otherwise agreed in writing.
Unless otherwise agreed, deposits are non-refundable where the Client cancels the Project.
5.2 Payment Terms
Unless otherwise agreed in writing, all invoices are payable within thirty (30) days of the invoice date.
Time for payment shall be of the essence.
The Client shall make payment in full without deduction, withholding, set-off or counterclaim except where required by law.
Payment shall be deemed received only when cleared funds have been credited to Dark London Ltd’s nominated bank account.
5.3 Late Payment
Where any invoice remains unpaid after the due date, Dark London Ltd reserves the right to exercise all rights available under the Late Payment of Commercial Debts (Interest) Act 1998, including the right to charge:
• statutory interest on the outstanding amount;
• any applicable fixed compensation for late payment; and
• any reasonable costs incurred in recovering the outstanding debt where permitted by law.
Interest shall accrue from the day after the payment due date until payment is received in full.
Persistent late payment may result in Dark London Ltd:
• suspending current work;
• postponing future bookings;
• withholding Deliverables and Working Files;
• requiring full or partial payment in advance for future Projects; and/or
• declining future instructions from the Client.
The Client shall remain liable for all costs reasonably incurred by Dark London Ltd in recovering overdue sums, including legal costs where recoverable.
5.4 Suspension of Services
Where any invoice becomes overdue, Dark London Ltd reserves the right, without liability, to:
• suspend any current Project;
• postpone any future bookings;
• withhold editing, post-production or other services;
• withhold delivery of any Deliverables;
• refuse to release source files, Working Files or final exports; and
• decline to accept further instructions from the Client,
until all outstanding invoices have been paid in full.
Any resulting delay to the Project shall not constitute a breach of contract by Dark London Ltd.
5.5 Ownership Pending Payment
Legal ownership of all Deliverables shall remain with Dark London Ltd until payment has been received in full.
The Client shall not publish, distribute, broadcast, commercially exploit or otherwise use any Deliverables until all outstanding invoices relating to the Project have been settled.
5.6 Instalments and Staged Projects
Where a Project is invoiced in stages, each invoice shall be treated as a separate payment obligation.
Failure to pay any stage invoice shall entitle Dark London Ltd to suspend further work until payment has been received.
Project timelines shall automatically extend by any period during which work is suspended for non-payment.
5.7 Expenses
Unless expressly included within the Quotation, Dark London Ltd reserves the right to invoice for all reasonable expenses incurred in connection with the Project, including but not limited to:
• mileage;
• parking;
• congestion or clean air charges;
• tolls;
• accommodation;
• subsistence;
• courier charges;
• specialist equipment hire;
• location fees;
• permits;
• third-party services; and
• other reasonable production costs.
Where reasonably practicable, such expenses shall be discussed with the Client in advance.
5.8 Estimates
Where estimates are provided for third-party costs or expenses, these are given in good faith and are based upon information available at the time.
Dark London Ltd reserves the right to pass on any reasonable increases in third-party costs incurred after acceptance of the Quotation.
5.9 Disputed Invoices
Should the Client dispute any invoice, they shall notify Dark London Ltd in writing within seven (7) days of the invoice date, clearly setting out the nature of the dispute.
The Client shall pay all undisputed amounts by the due date.
Failure to raise a dispute within seven (7) days shall not prevent the Client raising a genuine dispute later, but shall be taken into account when assessing whether payment has been unreasonably withheld.
6. Bookings and Cancellations
6.1 Booking Confirmation
A booking shall be deemed confirmed upon:
• written acceptance of the Quotation;
• payment of any required deposit;
• issue of a purchase order; or
• instruction for Dark London Ltd to commence work.
Upon confirmation, Dark London Ltd shall reserve the agreed dates, personnel and resources exclusively for the Client.
The agreed fee represents the minimum amount payable for those booked services.
6.2 Provisional Bookings (“Pencils”)
Dark London Ltd may, at its discretion, accept provisional bookings (“Pencils”).
A Pencil reserves Dark London Ltd’s availability pending the Client’s confirmation.
The Client agrees to confirm or release any Pencil as soon as reasonably practicable.
If a Pencil is retained by the Client but subsequently released or cancelled without reasonable notice, preventing Dark London Ltd from accepting alternative work for the same period, Dark London Ltd reserves the right to invoice up to fifty per cent (50%) of the quoted fee where such charge reasonably reflects the loss suffered.
Where another client wishes to book the same dates, Dark London Ltd shall make reasonable efforts to contact the original Client and request confirmation within a reasonable timeframe.
If confirmation is not received within that timeframe, Dark London Ltd reserves the right to release the Pencil and accept the alternative booking.
6.10 Weather
Where filming or photography is affected by adverse weather, Dark London Ltd shall not be liable for any resulting delay, cancellation or reduction in Deliverables.
Where adverse weather necessitates:
• additional attendance;
• additional production days;
• re-shoots;
• extended equipment hire;
• additional travel; or
• additional crew,
such costs may be quoted and invoiced separately.
Dark London Ltd shall use reasonable endeavours to minimise any additional costs and shall notify the Client of such costs where reasonably practicable.
6.11 Client Attendance
The Client is encouraged to attend production sessions or appoint a suitably authorised representative to attend on their behalf where creative approval or production decisions may reasonably be required.
Where the Client or their representative chooses not to attend any production session, the Client acknowledges that Dark London Ltd shall make reasonable creative, editorial and technical decisions in accordance with the agreed brief, industry best practice and its professional judgement.
The Client shall not be entitled to reject Deliverables solely on the basis of creative or editorial decisions that could reasonably have been approved or amended during production had the Client or their representative been present.
6.12 Client Approval
Where the Client or their authorised representative is present during filming, photography or production and approves any aspect of the work, including but not limited to locations, framing, lighting, composition, performances, interview content, styling, graphics or other creative decisions, such approval shall constitute acceptance of those elements.
Requests to alter, recreate or re-shoot previously approved work after production has concluded shall constitute additional work and may be quoted and invoiced separately.
6.13 Creative Judgement
The Client acknowledges that they have engaged Dark London Ltd on the basis of its portfolio, experience, technical expertise and creative approach.
Whilst Dark London Ltd shall exercise all reasonable skill, care and professional judgement in delivering the Project in accordance with the agreed brief, the Client acknowledges that creative work is inherently subjective.
Accordingly, personal taste, artistic preference or a change in creative direction following approval of the brief shall not, of itself, constitute a failure by Dark London Ltd to perform its obligations under this Agreement.
7. Intellectual Property
7.1 Ownership
Unless otherwise agreed in writing, all intellectual property rights in the Project, Deliverables and Working Files shall remain the property of Dark London Ltd until all invoices relating to the Project have been paid in full.
Upon receipt of payment in full, ownership of the agreed Deliverables shall transfer to the Client to the extent expressly stated within the Quotation.
Nothing within these Terms shall transfer ownership of any Working Files unless expressly agreed in writing.
7.2 Working Files
Unless specifically included within the Quotation, Dark London Ltd retains ownership of all:
• raw video footage;
• raw photographs;
• editing project files;
• timelines;
• source files;
• colour grading projects;
• motion graphics projects;
• audio sessions;
• graphics;
• templates;
• production documents;
• backups;
• production assets; and
• any other Working Files created during the Project.
Working Files do not form part of the Deliverables unless expressly stated.
7.3 Source Files
Where the Client requests Working Files, source files or editable project files after completion of the Project, Dark London Ltd may, at its sole discretion:
• provide a separate quotation for their supply;
• refuse such request where third-party licensing restrictions apply; or
• require the Client to enter into a separate licence agreement.
Dark London Ltd shall have no obligation to release editable files.
7.4 Third-Party Licences
Where Deliverables incorporate music, fonts, stock footage, graphics, images, sound effects, software or any other third-party licensed material, such material shall remain subject to the terms of the relevant licence.
The Client acknowledges that such licences may restrict copying, redistribution, modification or future use.
Dark London Ltd accepts no responsibility for any breach of third-party licence terms by the Client following delivery.
7.5 Usage Before Payment
The Client shall not publish, distribute, broadcast, transmit, reproduce, edit or otherwise use any Deliverables until payment has been received in full unless otherwise agreed in writing.
Any unauthorised use prior to payment shall constitute a material breach of these Terms.
7.6 Moral Rights
Dark London Ltd reserves the right to assert its moral rights in accordance with the Copyright, Designs and Patents Act 1988.
Nothing within these Terms shall require Dark London Ltd to waive any moral rights unless expressly agreed in writing.
8. Promotional Use and Asset Retention
8.1 Promotional Use
Dark London Ltd acknowledges that many Projects involve confidential, commercially sensitive or embargoed material.
Accordingly, Dark London Ltd shall not use any footage, photographs, graphics, Deliverables or other Project materials for marketing, advertising, portfolio, website, social media, showreel, case studies, award submissions or any other public-facing purpose without the Client’s prior written consent.
8.2 Confidential Projects
Where the Client identifies a Project as confidential, Dark London Ltd shall take reasonable steps to ensure that such confidentiality is maintained in accordance with these Terms.
8.3 Delivery Confirmation
Following written confirmation from the Client that all agreed Deliverables have been received, Dark London Ltd shall retain the Project files for a reasonable period before permanent deletion.
The Client is responsible for downloading, checking and securely storing all Deliverables once supplied.
8.4 Archive Retention
Dark London Ltd does not guarantee the long-term retention of any Project files.
Where files remain available after Project completion, Dark London Ltd may, at its sole discretion, retain archive copies for operational purposes.
Such retention shall not create any obligation to preserve, maintain or reproduce those files.
8.5 Archive Retrieval
Where archived files remain available, Dark London Ltd reserves the right to charge reasonable administration, retrieval, restoration or export fees for locating and supplying archived material.
Retrieval of archived files is not guaranteed.
8.6 Permanent Deletion
Following deletion of any Project files, Dark London Ltd shall have no obligation to recover, reconstruct or reproduce those files.
The Client acknowledges that permanent deletion forms part of Dark London Ltd’s normal data management procedures.
9. Client Responsibilities
9.1 Permissions
Unless expressly agreed otherwise in writing, the Client shall obtain all permissions, licences, permits, releases, location permissions and consents necessary for the Project.
9.2 Client Materials
The Client warrants that any materials supplied to Dark London Ltd, including logos, branding, music, photographs, graphics, scripts, documents and other content, do not infringe the intellectual property rights or other legal rights of any third party.
The Client shall indemnify Dark London Ltd against any claims arising from materials supplied by the Client.
9.3 Client Property
Where the Client supplies equipment, products, storage media or any other property, Dark London Ltd shall exercise reasonable care whilst such items remain in its possession.
Except where loss or damage results directly from the negligence of Dark London Ltd, all Client property shall remain at the Client’s own risk.
9.4 Timely Cooperation
The Client shall provide approvals, feedback and requested information within reasonable timescales.
Dark London Ltd shall not be responsible for any delay arising from the Client’s failure to do so.
Where such delays result in additional production, editing or administration time, Dark London Ltd reserves the right to charge for the additional work.
9.5 Authorised Instructions
Dark London Ltd shall be entitled to rely upon instructions provided by any individual whom it reasonably believes to be authorised to act on behalf of the Client.
The Client shall be responsible for ensuring that only authorised persons issue instructions relating to the Project.
9.6 Client Feedback and Approvals
Where the Project includes review or revision stages, the Client shall provide one consolidated set of feedback for each agreed revision round unless otherwise agreed in writing.
The Client is responsible for coordinating feedback from all internal stakeholders, employees, contractors and third parties before submitting comments to Dark London Ltd.
Dark London Ltd shall not be responsible for delays arising from fragmented, conflicting, duplicated or sequential feedback received from multiple individuals.
Where additional editing, administration or revision work becomes necessary as a result of conflicting, repeated or piecemeal feedback, or where previously approved work is subsequently amended or reversed, Dark London Ltd reserves the right to charge for such additional work at its prevailing rates.
Where the Client fails to provide feedback or approvals within a reasonable period, Dark London Ltd reserves the right to revise delivery dates accordingly and, where appropriate, invoice for work completed to date.
10. Delivery
10.1 Delivery Dates
Any delivery dates or production schedules provided by Dark London Ltd are estimates only unless expressly agreed in writing.
Whilst Dark London Ltd shall use reasonable endeavours to meet agreed deadlines, it shall not be liable for delays arising from circumstances beyond its reasonable control, including Client delays, third-party suppliers, weather, illness or technical issues.
10.2 Method of Delivery
Unless otherwise agreed in writing, Deliverables shall be supplied electronically via digital download, cloud storage or other suitable transfer method.
The risk of loss shall pass to the Client once the Deliverables have been successfully transmitted or made available for download.
10.3 Inspection of Deliverables
The Client shall inspect all Deliverables promptly upon receipt.
Any material defect shall be notified to Dark London Ltd in writing within fourteen (14) days of delivery.
Dark London Ltd shall be given a reasonable opportunity to investigate and, where appropriate, remedy any genuine defect.
10.4 Acceptance
Where no material defect is notified within fourteen (14) days of delivery, the Deliverables shall be deemed accepted.
Requests for creative changes following acceptance shall constitute additional work.
11. Production Provisions
11.1 Creative Interpretation
The Client acknowledges that they have engaged Dark London Ltd on the basis of its portfolio, experience, technical expertise and creative approach.
Dark London Ltd shall exercise reasonable skill, care and professional judgement in interpreting the agreed brief.
Creative work is inherently subjective and, provided the Deliverables substantially reflect the agreed brief, personal preference or a subsequent change of opinion shall not constitute defective performance.
11.2 Third-Party Contractors
Dark London Ltd may engage suitably qualified freelance crew, subcontractors, assistants, specialists or suppliers where reasonably required to complete the Project.
Dark London Ltd shall remain responsible for the overall delivery of the agreed services.
11.3 Drone Operations
Any aerial filming or photography shall remain subject to:
• Civil Aviation Authority regulations;
• airspace restrictions;
• weather conditions;
• site permissions;
• landowner consent; and
• safe operating conditions.
Where drone operations cannot lawfully or safely proceed, Dark London Ltd shall not be liable for any resulting omission from the Deliverables.
Additional attendance or alternative filming may be quoted separately.
11.4 Health and Safety
Dark London Ltd is committed to maintaining safe working practices throughout every Project.
Dark London Ltd reserves the right to refuse, suspend or terminate any activity which, in its reasonable opinion, presents an unacceptable risk to:
• its employees;
• freelance crew;
• subcontractors;
• members of the public;
• Client representatives;
• equipment; or
• property.
Such action shall not constitute a breach of these Terms.
Where delays or additional costs arise as a consequence of unsafe conditions or unsafe instructions, Dark London Ltd reserves the right to recover its reasonable losses.
11.5 Expenses
Unless expressly included within the Quotation, Dark London Ltd reserves the right to invoice for reasonable Project-related expenses, including but not limited to:
• mileage;
• parking;
• congestion charges;
• tolls;
• accommodation;
• subsistence;
• courier services;
• permits;
• specialist equipment hire;
• location fees; and
• other reasonable production expenses.
Where reasonably practicable, such expenses shall be discussed with the Client before being incurred.
11.6 Client-Supplied Media and Data
The Client is responsible for ensuring that any footage, photographs, audio, graphics, project files, hard drives or other digital assets supplied to Dark London Ltd are complete, accurate, accessible and free from viruses, malware, corruption or other technical defects.
Whilst Dark London Ltd shall exercise reasonable care when handling Client-supplied media, it accepts no responsibility for delays, additional costs or loss arising from corrupt, incomplete, incompatible, damaged or incorrectly supplied files.
Where additional work is required to recover, repair, organise, synchronise, transcode, convert or reconstruct Client-supplied media, Dark London Ltd reserves the right to charge for such work at its prevailing rates.
11.7 Commercial Outcomes
Whilst Dark London Ltd shall provide its services with reasonable skill, care and professionalism, no guarantee or warranty is given that any Project, Deliverables or campaign will achieve any particular:
• sales;
• revenue;
• enquiries;
• audience engagement;
• viewing figures;
• social media performance;
• search engine rankings;
• commercial success; or
• other business outcome.
The Client acknowledges that such outcomes are influenced by numerous factors outside the reasonable control of Dark London Ltd.
11.8 Professional Standards
Dark London Ltd is committed to conducting its business in accordance with recognised professional standards and industry best practice within the UK creative, film and television sectors.
Where appropriate, Dark London Ltd has regard to guidance published by recognised industry bodies and public authorities, including the Health and Safety Executive, the Civil Aviation Authority and other relevant organisations, whilst maintaining its own professional standards and working practices.
12. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond its reasonable control.
Such circumstances include, but are not limited to:
• adverse weather;
• flood;
• fire;
• epidemic or pandemic;
• illness;
• accident;
• equipment failure;
• power failure;
• transport disruption;
• industrial action;
• government restrictions;
• civil unrest;
• acts of terrorism; or
• any other event beyond the reasonable control of the affected party.
Where such circumstances continue for an extended period, both parties shall use reasonable endeavours to agree an alternative production schedule or bring the Project to an orderly conclusion.
13. Equipment Failure and Data Loss
13.1 Reasonable Care
Dark London Ltd shall use reasonable skill, care and professional practice in carrying out the Project and in handling all footage, photographs, recordings, project files and other production materials.
Appropriate measures shall be taken to minimise the risk of equipment failure, data loss or accidental damage, including the use of suitable recording media, backups and professional workflows where reasonably practicable.
13.2 Equipment Failure
In the unlikely event that equipment failure, technical malfunction or circumstances beyond the reasonable control of Dark London Ltd prevent completion of part or all of the Project, Dark London Ltd shall use reasonable endeavours to:
• recover affected material;
• re-perform the affected services where reasonably practicable; or
• agree an appropriate alternative solution with the Client.
Where re-performance is not reasonably possible, Dark London Ltd’s liability shall be limited to a refund of the fees paid for the affected part of the Project.
13.3 Data Loss
Whilst Dark London Ltd operates professional data management procedures, no recording system, storage medium or backup process can completely eliminate the risk of accidental loss.
Dark London Ltd shall not be liable for any indirect or consequential loss arising from accidental data loss beyond its reasonable control.
14. Limitation of Liability
14.1 Liability
Nothing within these Terms shall exclude or limit liability where such liability cannot lawfully be excluded or limited under the laws of England and Wales.
Subject to the above, Dark London Ltd’s total aggregate liability arising out of or in connection with any Project, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees actually paid by the Client under the relevant Quotation.
14.2 Excluded Losses
To the fullest extent permitted by law, Dark London Ltd shall not be liable for:
• loss of profit;
• loss of revenue;
• loss of business;
• loss of opportunity;
• loss of goodwill;
• anticipated savings;
• indirect loss;
• consequential loss; or
• special damages,
whether arising directly or indirectly from the Project.
14.3 Third-Party Acts
Dark London Ltd shall not be liable for delays, failures or losses caused by third-party suppliers, venues, internet service providers, courier services, cloud storage providers or other third parties outside its reasonable control.
15. Confidentiality
Each party shall treat as confidential all commercially sensitive, proprietary or confidential information disclosed during the Project.
Neither party shall disclose such information to any third party except:
• with the prior written consent of the other party;
• where required by law;
• where required by a court of competent jurisdiction; or
• where disclosure is reasonably necessary to professional advisers, insurers or subcontractors engaged in connection with the Project.
This obligation shall survive completion or termination of the Project.
16. General Provisions
16.1 Entire Agreement
These Terms, together with the relevant Quotation and any documents expressly incorporated by reference, constitute the entire agreement between the parties and supersede all previous discussions, negotiations, representations or understandings relating to the Project.
16.2 Severability
If any provision of these Terms is found by a court of competent jurisdiction to be unlawful, invalid or unenforceable, that provision shall be deemed severed and the remaining provisions shall continue in full force and effect.
16.3 Waiver
No delay or failure by either party to exercise any right or remedy under these Terms shall constitute a waiver of that right or remedy.
Any waiver shall be effective only if made in writing.
16.4 Variation
No amendment or variation of these Terms shall be binding unless agreed in writing by both parties.
16.5 Assignment
The Client may not assign, transfer or otherwise dispose of any rights or obligations arising under these Terms without the prior written consent of Dark London Ltd.
Dark London Ltd may assign or subcontract its obligations where reasonably required to deliver the Project.
16.6 Notices
Any notice required under these Terms shall be given in writing and may be served by hand, first class post or email to the most recent contact details provided by the receiving party.
Notices sent by email shall be deemed received on the next Working Day following transmission, provided no delivery failure notification has been received.
16.7 No Partnership
Nothing within these Terms shall create or be deemed to create any partnership, joint venture, agency or employment relationship between the parties.
17. Governing Law and Jurisdiction
These Terms and Conditions, together with any Quotation or agreement incorporating them, shall be governed by and construed in accordance with the laws of England and Wales.
The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute or claim arising out of or in connection with these Terms or the Project.
Company Information
Dark London Ltd
Company Number: 15287838
Registered Office:
28 Greville Road
London
E17 9HG
Version: 1.0
Effective Date: 17 July 2026
© Dark London Ltd. All rights reserved.
DARK LONDON LTD
Standard Terms and Conditions of Business
Version 1.0
Effective Date: 17 July 2026
Important Notice
These Terms and Conditions apply to all quotations, estimates, proposals, bookings and services provided by Dark London Ltd unless otherwise agreed in writing.
By accepting a quotation, issuing a purchase order, paying a deposit or instructing Dark London Ltd to commence work, the Client confirms that they have read, understood and agreed to be bound by these Terms and Conditions.
1. Definitions and Interpretation
1.1 Definitions
In these Terms and Conditions, unless the context otherwise requires:
“Client” means the individual, company, organisation or other legal entity accepting a quotation or engaging Dark London Ltd to provide services.
“Dark London Ltd”, “we”, “our” or “us” means Dark London Ltd, a company registered in England and Wales under company number 15287838.
“Quotation” means any written estimate, proposal, quotation or statement of fees issued by Dark London Ltd.
“Project” means the services, production, photography, filming, editing, post-production, consultancy or other work described within the Quotation.
“Deliverables” means all agreed final materials supplied to the Client, including but not limited to videos, photographs, graphics, edited media, digital assets and other agreed outputs.
“Production Day” means any day or part thereof during which Dark London Ltd, its employees or subcontractors are booked to provide services.
“Working Files” means all raw footage, project files, editing timelines, source files, templates, production assets, audio recordings, graphics, photographs, backups and other materials created during the production process that are not expressly identified as Deliverables.
1.2 Interpretation
Unless the context otherwise requires:
• references to the singular include the plural and vice versa;
• references to any statute or legislation include any amendment or replacement thereof;
• headings are provided for convenience only and shall not affect interpretation;
• references to writing include email and other electronic communications.
2. Validity of Quotations
All quotations issued by Dark London Ltd remain valid for a period of seven (7) days from the date of issue unless otherwise stated in writing.
Dark London Ltd reserves the right to amend or withdraw any quotation at any time prior to acceptance.
All quotations are based upon the information available at the time of preparation. Should the scope, schedule or requirements of the Project change prior to commencement, Dark London Ltd reserves the right to revise the quotation accordingly.
Unless expressly stated otherwise, all prices are exclusive of Value Added Tax (VAT), expenses and third-party costs.
3. Scope of Services
Each quotation is prepared solely on the basis of the services expressly described within it.
Any additional services, revisions, amendments, consultations, locations, production days, post-production work, deliverables or other variations requested by the Client shall be treated as a variation to the original agreement and may be quoted and invoiced separately.
The Client shall provide all information, approvals, branding, scripts, access, permissions, schedules, contacts and other materials reasonably required to enable Dark London Ltd to perform the Project.
Dark London Ltd shall not be responsible for delays arising from incomplete instructions, delayed approvals or the Client’s failure to provide the necessary information within reasonable timescales.
Where a contingency allowance has not been expressly included within the quotation, the Client acknowledges that certain unavoidable costs may arise during production.
Such costs may include, without limitation:
• additional crew time;
• travel;
• accommodation;
• parking;
• congestion charges;
• equipment hire;
• venue costs;
• waiting time;
• overtime;
• weather-related delays;
• unforeseen production requirements; and
• any other reasonable expenses necessarily incurred to complete the Project.
Dark London Ltd shall use reasonable endeavours to notify the Client before incurring such costs.
However, where immediate decisions are reasonably required to ensure the successful completion of the Project, maintain the agreed production schedule or avoid unnecessary disruption, Dark London Ltd reserves the right to incur such reasonable costs without obtaining prior approval where it is not reasonably practicable to do so.
4. Acceptance
Acceptance of a quotation may occur by:
• written confirmation;
• email acceptance;
• electronic acceptance;
• payment of any deposit;
• purchase order;
• or any instruction authorising Dark London Ltd to commence work.
Any of the above shall constitute full acceptance of both the quotation and these Terms and Conditions.
No amendment to these Terms shall be binding unless agreed in writing by a director of Dark London Ltd.
5. Payment
5.1 Deposits
Dark London Ltd reserves the right to require a deposit before commencing any Project.
Where a deposit is required, no work shall commence until the deposit has been received in cleared funds unless otherwise agreed in writing.
Unless otherwise agreed, deposits are non-refundable where the Client cancels the Project.
5.2 Payment Terms
Unless otherwise agreed in writing, all invoices are payable within thirty (30) days of the invoice date.
Time for payment shall be of the essence.
The Client shall make payment in full without deduction, withholding, set-off or counterclaim except where required by law.
Payment shall be deemed received only when cleared funds have been credited to Dark London Ltd’s nominated bank account.
5.3 Late Payment
Where any invoice remains unpaid after the due date, Dark London Ltd reserves the right to exercise all rights available under the Late Payment of Commercial Debts (Interest) Act 1998, including the right to charge:
• statutory interest on the outstanding amount;
• any applicable fixed compensation for late payment; and
• any reasonable costs incurred in recovering the outstanding debt where permitted by law.
Interest shall accrue from the day after the payment due date until payment is received in full.
Persistent late payment may result in Dark London Ltd:
• suspending current work;
• postponing future bookings;
• withholding Deliverables and Working Files;
• requiring full or partial payment in advance for future Projects; and/or
• declining future instructions from the Client.
The Client shall remain liable for all costs reasonably incurred by Dark London Ltd in recovering overdue sums, including legal costs where recoverable.
5.4 Suspension of Services
Where any invoice becomes overdue, Dark London Ltd reserves the right, without liability, to:
• suspend any current Project;
• postpone any future bookings;
• withhold editing, post-production or other services;
• withhold delivery of any Deliverables;
• refuse to release source files, Working Files or final exports; and
• decline to accept further instructions from the Client,
until all outstanding invoices have been paid in full.
Any resulting delay to the Project shall not constitute a breach of contract by Dark London Ltd.
5.5 Ownership Pending Payment
Legal ownership of all Deliverables shall remain with Dark London Ltd until payment has been received in full.
The Client shall not publish, distribute, broadcast, commercially exploit or otherwise use any Deliverables until all outstanding invoices relating to the Project have been settled.
5.6 Instalments and Staged Projects
Where a Project is invoiced in stages, each invoice shall be treated as a separate payment obligation.
Failure to pay any stage invoice shall entitle Dark London Ltd to suspend further work until payment has been received.
Project timelines shall automatically extend by any period during which work is suspended for non-payment.
5.7 Expenses
Unless expressly included within the Quotation, Dark London Ltd reserves the right to invoice for all reasonable expenses incurred in connection with the Project, including but not limited to:
• mileage;
• parking;
• congestion or clean air charges;
• tolls;
• accommodation;
• subsistence;
• courier charges;
• specialist equipment hire;
• location fees;
• permits;
• third-party services; and
• other reasonable production costs.
Where reasonably practicable, such expenses shall be discussed with the Client in advance.
5.8 Estimates
Where estimates are provided for third-party costs or expenses, these are given in good faith and are based upon information available at the time.
Dark London Ltd reserves the right to pass on any reasonable increases in third-party costs incurred after acceptance of the Quotation.
5.9 Disputed Invoices
Should the Client dispute any invoice, they shall notify Dark London Ltd in writing within seven (7) days of the invoice date, clearly setting out the nature of the dispute.
The Client shall pay all undisputed amounts by the due date.
Failure to raise a dispute within seven (7) days shall not prevent the Client raising a genuine dispute later, but shall be taken into account when assessing whether payment has been unreasonably withheld.
6. Bookings and Cancellations
6.1 Booking Confirmation
A booking shall be deemed confirmed upon:
• written acceptance of the Quotation;
• payment of any required deposit;
• issue of a purchase order; or
• instruction for Dark London Ltd to commence work.
Upon confirmation, Dark London Ltd shall reserve the agreed dates, personnel and resources exclusively for the Client.
The agreed fee represents the minimum amount payable for those booked services.
6.2 Provisional Bookings (“Pencils”)
Dark London Ltd may, at its discretion, accept provisional bookings (“Pencils”).
A Pencil reserves Dark London Ltd’s availability pending the Client’s confirmation.
The Client agrees to confirm or release any Pencil as soon as reasonably practicable.
If a Pencil is retained by the Client but subsequently released or cancelled without reasonable notice, preventing Dark London Ltd from accepting alternative work for the same period, Dark London Ltd reserves the right to invoice up to fifty per cent (50%) of the quoted fee where such charge reasonably reflects the loss suffered.
Where another client wishes to book the same dates, Dark London Ltd shall make reasonable efforts to contact the original Client and request confirmation within a reasonable timeframe.
If confirmation is not received within that timeframe, Dark London Ltd reserves the right to release the Pencil and accept the alternative booking.
6.10 Weather
Where filming or photography is affected by adverse weather, Dark London Ltd shall not be liable for any resulting delay, cancellation or reduction in Deliverables.
Where adverse weather necessitates:
• additional attendance;
• additional production days;
• re-shoots;
• extended equipment hire;
• additional travel; or
• additional crew,
such costs may be quoted and invoiced separately.
Dark London Ltd shall use reasonable endeavours to minimise any additional costs and shall notify the Client of such costs where reasonably practicable.
6.11 Client Attendance
The Client is encouraged to attend production sessions or appoint a suitably authorised representative to attend on their behalf where creative approval or production decisions may reasonably be required.
Where the Client or their representative chooses not to attend any production session, the Client acknowledges that Dark London Ltd shall make reasonable creative, editorial and technical decisions in accordance with the agreed brief, industry best practice and its professional judgement.
The Client shall not be entitled to reject Deliverables solely on the basis of creative or editorial decisions that could reasonably have been approved or amended during production had the Client or their representative been present.
6.12 Client Approval
Where the Client or their authorised representative is present during filming, photography or production and approves any aspect of the work, including but not limited to locations, framing, lighting, composition, performances, interview content, styling, graphics or other creative decisions, such approval shall constitute acceptance of those elements.
Requests to alter, recreate or re-shoot previously approved work after production has concluded shall constitute additional work and may be quoted and invoiced separately.
6.13 Creative Judgement
The Client acknowledges that they have engaged Dark London Ltd on the basis of its portfolio, experience, technical expertise and creative approach.
Whilst Dark London Ltd shall exercise all reasonable skill, care and professional judgement in delivering the Project in accordance with the agreed brief, the Client acknowledges that creative work is inherently subjective.
Accordingly, personal taste, artistic preference or a change in creative direction following approval of the brief shall not, of itself, constitute a failure by Dark London Ltd to perform its obligations under this Agreement.
7. Intellectual Property
7.1 Ownership
Unless otherwise agreed in writing, all intellectual property rights in the Project, Deliverables and Working Files shall remain the property of Dark London Ltd until all invoices relating to the Project have been paid in full.
Upon receipt of payment in full, ownership of the agreed Deliverables shall transfer to the Client to the extent expressly stated within the Quotation.
Nothing within these Terms shall transfer ownership of any Working Files unless expressly agreed in writing.
7.2 Working Files
Unless specifically included within the Quotation, Dark London Ltd retains ownership of all:
• raw video footage;
• raw photographs;
• editing project files;
• timelines;
• source files;
• colour grading projects;
• motion graphics projects;
• audio sessions;
• graphics;
• templates;
• production documents;
• backups;
• production assets; and
• any other Working Files created during the Project.
Working Files do not form part of the Deliverables unless expressly stated.
7.3 Source Files
Where the Client requests Working Files, source files or editable project files after completion of the Project, Dark London Ltd may, at its sole discretion:
• provide a separate quotation for their supply;
• refuse such request where third-party licensing restrictions apply; or
• require the Client to enter into a separate licence agreement.
Dark London Ltd shall have no obligation to release editable files.
7.4 Third-Party Licences
Where Deliverables incorporate music, fonts, stock footage, graphics, images, sound effects, software or any other third-party licensed material, such material shall remain subject to the terms of the relevant licence.
The Client acknowledges that such licences may restrict copying, redistribution, modification or future use.
Dark London Ltd accepts no responsibility for any breach of third-party licence terms by the Client following delivery.
7.5 Usage Before Payment
The Client shall not publish, distribute, broadcast, transmit, reproduce, edit or otherwise use any Deliverables until payment has been received in full unless otherwise agreed in writing.
Any unauthorised use prior to payment shall constitute a material breach of these Terms.
7.6 Moral Rights
Dark London Ltd reserves the right to assert its moral rights in accordance with the Copyright, Designs and Patents Act 1988.
Nothing within these Terms shall require Dark London Ltd to waive any moral rights unless expressly agreed in writing.
8. Promotional Use and Asset Retention
8.1 Promotional Use
Dark London Ltd acknowledges that many Projects involve confidential, commercially sensitive or embargoed material.
Accordingly, Dark London Ltd shall not use any footage, photographs, graphics, Deliverables or other Project materials for marketing, advertising, portfolio, website, social media, showreel, case studies, award submissions or any other public-facing purpose without the Client’s prior written consent.
8.2 Confidential Projects
Where the Client identifies a Project as confidential, Dark London Ltd shall take reasonable steps to ensure that such confidentiality is maintained in accordance with these Terms.
8.3 Delivery Confirmation
Following written confirmation from the Client that all agreed Deliverables have been received, Dark London Ltd shall retain the Project files for a reasonable period before permanent deletion.
The Client is responsible for downloading, checking and securely storing all Deliverables once supplied.
8.4 Archive Retention
Dark London Ltd does not guarantee the long-term retention of any Project files.
Where files remain available after Project completion, Dark London Ltd may, at its sole discretion, retain archive copies for operational purposes.
Such retention shall not create any obligation to preserve, maintain or reproduce those files.
8.5 Archive Retrieval
Where archived files remain available, Dark London Ltd reserves the right to charge reasonable administration, retrieval, restoration or export fees for locating and supplying archived material.
Retrieval of archived files is not guaranteed.
8.6 Permanent Deletion
Following deletion of any Project files, Dark London Ltd shall have no obligation to recover, reconstruct or reproduce those files.
The Client acknowledges that permanent deletion forms part of Dark London Ltd’s normal data management procedures.
9. Client Responsibilities
9.1 Permissions
Unless expressly agreed otherwise in writing, the Client shall obtain all permissions, licences, permits, releases, location permissions and consents necessary for the Project.
9.2 Client Materials
The Client warrants that any materials supplied to Dark London Ltd, including logos, branding, music, photographs, graphics, scripts, documents and other content, do not infringe the intellectual property rights or other legal rights of any third party.
The Client shall indemnify Dark London Ltd against any claims arising from materials supplied by the Client.
9.3 Client Property
Where the Client supplies equipment, products, storage media or any other property, Dark London Ltd shall exercise reasonable care whilst such items remain in its possession.
Except where loss or damage results directly from the negligence of Dark London Ltd, all Client property shall remain at the Client’s own risk.
9.4 Timely Cooperation
The Client shall provide approvals, feedback and requested information within reasonable timescales.
Dark London Ltd shall not be responsible for any delay arising from the Client’s failure to do so.
Where such delays result in additional production, editing or administration time, Dark London Ltd reserves the right to charge for the additional work.
9.5 Authorised Instructions
Dark London Ltd shall be entitled to rely upon instructions provided by any individual whom it reasonably believes to be authorised to act on behalf of the Client.
The Client shall be responsible for ensuring that only authorised persons issue instructions relating to the Project.
9.6 Client Feedback and Approvals
Where the Project includes review or revision stages, the Client shall provide one consolidated set of feedback for each agreed revision round unless otherwise agreed in writing.
The Client is responsible for coordinating feedback from all internal stakeholders, employees, contractors and third parties before submitting comments to Dark London Ltd.
Dark London Ltd shall not be responsible for delays arising from fragmented, conflicting, duplicated or sequential feedback received from multiple individuals.
Where additional editing, administration or revision work becomes necessary as a result of conflicting, repeated or piecemeal feedback, or where previously approved work is subsequently amended or reversed, Dark London Ltd reserves the right to charge for such additional work at its prevailing rates.
Where the Client fails to provide feedback or approvals within a reasonable period, Dark London Ltd reserves the right to revise delivery dates accordingly and, where appropriate, invoice for work completed to date.
10. Delivery
10.1 Delivery Dates
Any delivery dates or production schedules provided by Dark London Ltd are estimates only unless expressly agreed in writing.
Whilst Dark London Ltd shall use reasonable endeavours to meet agreed deadlines, it shall not be liable for delays arising from circumstances beyond its reasonable control, including Client delays, third-party suppliers, weather, illness or technical issues.
10.2 Method of Delivery
Unless otherwise agreed in writing, Deliverables shall be supplied electronically via digital download, cloud storage or other suitable transfer method.
The risk of loss shall pass to the Client once the Deliverables have been successfully transmitted or made available for download.
10.3 Inspection of Deliverables
The Client shall inspect all Deliverables promptly upon receipt.
Any material defect shall be notified to Dark London Ltd in writing within fourteen (14) days of delivery.
Dark London Ltd shall be given a reasonable opportunity to investigate and, where appropriate, remedy any genuine defect.
10.4 Acceptance
Where no material defect is notified within fourteen (14) days of delivery, the Deliverables shall be deemed accepted.
Requests for creative changes following acceptance shall constitute additional work.
11. Production Provisions
11.1 Creative Interpretation
The Client acknowledges that they have engaged Dark London Ltd on the basis of its portfolio, experience, technical expertise and creative approach.
Dark London Ltd shall exercise reasonable skill, care and professional judgement in interpreting the agreed brief.
Creative work is inherently subjective and, provided the Deliverables substantially reflect the agreed brief, personal preference or a subsequent change of opinion shall not constitute defective performance.
11.2 Third-Party Contractors
Dark London Ltd may engage suitably qualified freelance crew, subcontractors, assistants, specialists or suppliers where reasonably required to complete the Project.
Dark London Ltd shall remain responsible for the overall delivery of the agreed services.
11.3 Drone Operations
Any aerial filming or photography shall remain subject to:
• Civil Aviation Authority regulations;
• airspace restrictions;
• weather conditions;
• site permissions;
• landowner consent; and
• safe operating conditions.
Where drone operations cannot lawfully or safely proceed, Dark London Ltd shall not be liable for any resulting omission from the Deliverables.
Additional attendance or alternative filming may be quoted separately.
11.4 Health and Safety
Dark London Ltd is committed to maintaining safe working practices throughout every Project.
Dark London Ltd reserves the right to refuse, suspend or terminate any activity which, in its reasonable opinion, presents an unacceptable risk to:
• its employees;
• freelance crew;
• subcontractors;
• members of the public;
• Client representatives;
• equipment; or
• property.
Such action shall not constitute a breach of these Terms.
Where delays or additional costs arise as a consequence of unsafe conditions or unsafe instructions, Dark London Ltd reserves the right to recover its reasonable losses.
11.5 Expenses
Unless expressly included within the Quotation, Dark London Ltd reserves the right to invoice for reasonable Project-related expenses, including but not limited to:
• mileage;
• parking;
• congestion charges;
• tolls;
• accommodation;
• subsistence;
• courier services;
• permits;
• specialist equipment hire;
• location fees; and
• other reasonable production expenses.
Where reasonably practicable, such expenses shall be discussed with the Client before being incurred.
11.6 Client-Supplied Media and Data
The Client is responsible for ensuring that any footage, photographs, audio, graphics, project files, hard drives or other digital assets supplied to Dark London Ltd are complete, accurate, accessible and free from viruses, malware, corruption or other technical defects.
Whilst Dark London Ltd shall exercise reasonable care when handling Client-supplied media, it accepts no responsibility for delays, additional costs or loss arising from corrupt, incomplete, incompatible, damaged or incorrectly supplied files.
Where additional work is required to recover, repair, organise, synchronise, transcode, convert or reconstruct Client-supplied media, Dark London Ltd reserves the right to charge for such work at its prevailing rates.
11.7 Commercial Outcomes
Whilst Dark London Ltd shall provide its services with reasonable skill, care and professionalism, no guarantee or warranty is given that any Project, Deliverables or campaign will achieve any particular:
• sales;
• revenue;
• enquiries;
• audience engagement;
• viewing figures;
• social media performance;
• search engine rankings;
• commercial success; or
• other business outcome.
The Client acknowledges that such outcomes are influenced by numerous factors outside the reasonable control of Dark London Ltd.
11.8 Professional Standards
Dark London Ltd is committed to conducting its business in accordance with recognised professional standards and industry best practice within the UK creative, film and television sectors.
Where appropriate, Dark London Ltd has regard to guidance published by recognised industry bodies and public authorities, including the Health and Safety Executive, the Civil Aviation Authority and other relevant organisations, whilst maintaining its own professional standards and working practices.
12. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond its reasonable control.
Such circumstances include, but are not limited to:
• adverse weather;
• flood;
• fire;
• epidemic or pandemic;
• illness;
• accident;
• equipment failure;
• power failure;
• transport disruption;
• industrial action;
• government restrictions;
• civil unrest;
• acts of terrorism; or
• any other event beyond the reasonable control of the affected party.
Where such circumstances continue for an extended period, both parties shall use reasonable endeavours to agree an alternative production schedule or bring the Project to an orderly conclusion.
13. Equipment Failure and Data Loss
13.1 Reasonable Care
Dark London Ltd shall use reasonable skill, care and professional practice in carrying out the Project and in handling all footage, photographs, recordings, project files and other production materials.
Appropriate measures shall be taken to minimise the risk of equipment failure, data loss or accidental damage, including the use of suitable recording media, backups and professional workflows where reasonably practicable.
13.2 Equipment Failure
In the unlikely event that equipment failure, technical malfunction or circumstances beyond the reasonable control of Dark London Ltd prevent completion of part or all of the Project, Dark London Ltd shall use reasonable endeavours to:
• recover affected material;
• re-perform the affected services where reasonably practicable; or
• agree an appropriate alternative solution with the Client.
Where re-performance is not reasonably possible, Dark London Ltd’s liability shall be limited to a refund of the fees paid for the affected part of the Project.
13.3 Data Loss
Whilst Dark London Ltd operates professional data management procedures, no recording system, storage medium or backup process can completely eliminate the risk of accidental loss.
Dark London Ltd shall not be liable for any indirect or consequential loss arising from accidental data loss beyond its reasonable control.
14. Limitation of Liability
14.1 Liability
Nothing within these Terms shall exclude or limit liability where such liability cannot lawfully be excluded or limited under the laws of England and Wales.
Subject to the above, Dark London Ltd’s total aggregate liability arising out of or in connection with any Project, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees actually paid by the Client under the relevant Quotation.
14.2 Excluded Losses
To the fullest extent permitted by law, Dark London Ltd shall not be liable for:
• loss of profit;
• loss of revenue;
• loss of business;
• loss of opportunity;
• loss of goodwill;
• anticipated savings;
• indirect loss;
• consequential loss; or
• special damages,
whether arising directly or indirectly from the Project.
14.3 Third-Party Acts
Dark London Ltd shall not be liable for delays, failures or losses caused by third-party suppliers, venues, internet service providers, courier services, cloud storage providers or other third parties outside its reasonable control.
15. Confidentiality
Each party shall treat as confidential all commercially sensitive, proprietary or confidential information disclosed during the Project.
Neither party shall disclose such information to any third party except:
• with the prior written consent of the other party;
• where required by law;
• where required by a court of competent jurisdiction; or
• where disclosure is reasonably necessary to professional advisers, insurers or subcontractors engaged in connection with the Project.
This obligation shall survive completion or termination of the Project.
16. General Provisions
16.1 Entire Agreement
These Terms, together with the relevant Quotation and any documents expressly incorporated by reference, constitute the entire agreement between the parties and supersede all previous discussions, negotiations, representations or understandings relating to the Project.
16.2 Severability
If any provision of these Terms is found by a court of competent jurisdiction to be unlawful, invalid or unenforceable, that provision shall be deemed severed and the remaining provisions shall continue in full force and effect.
16.3 Waiver
No delay or failure by either party to exercise any right or remedy under these Terms shall constitute a waiver of that right or remedy.
Any waiver shall be effective only if made in writing.
16.4 Variation
No amendment or variation of these Terms shall be binding unless agreed in writing by both parties.
16.5 Assignment
The Client may not assign, transfer or otherwise dispose of any rights or obligations arising under these Terms without the prior written consent of Dark London Ltd.
Dark London Ltd may assign or subcontract its obligations where reasonably required to deliver the Project.
16.6 Notices
Any notice required under these Terms shall be given in writing and may be served by hand, first class post or email to the most recent contact details provided by the receiving party.
Notices sent by email shall be deemed received on the next Working Day following transmission, provided no delivery failure notification has been received.
16.7 No Partnership
Nothing within these Terms shall create or be deemed to create any partnership, joint venture, agency or employment relationship between the parties.
17. Governing Law and Jurisdiction
These Terms and Conditions, together with any Quotation or agreement incorporating them, shall be governed by and construed in accordance with the laws of England and Wales.
The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute or claim arising out of or in connection with these Terms or the Project.
Company Information
Dark London Ltd
Company Number: 15287838
Registered Office:
28 Greville Road
London
E17 9HG
Version: 1.0
Effective Date: 17 July 2026
© Dark London Ltd. All rights reserved.