Terms & Conditions

For the purposes of these Terms & Conditions:

Agency means Just Players Agency, its directors, employees, contractors, freelancers and authorised representatives.
Client means any individual, company or legal entity purchasing or requesting Services from the Agency.

Services include, without limitation:

• Creative Direction
• Brand Strategy
• Marketing Consulting
• Photography
• Videography
• Film Production
• Commercial Production
• Social Media Content
• Website Development
• Digital Campaigns
• Graphic Design
• Talent Management
• Luxury Brand Consulting
• Event Production
• Artificial Intelligence Content Creation
• Content Licensing
• Creative Advisory Services

Deliverables means all photographs, videos, campaigns, concepts, strategies, presentations, files, documents, reports, source files, creative assets or any other work produced by the Agency.

Project means the Services described in the quotation, proposal, invoice or written agreement.
Business Day means Monday to Friday excluding public holidays in France.

Just Players Agency provides premium creative, strategic and production services.

The Client expressly acknowledges that the Services involve intellectual, artistic and strategic expertise requiring independent professional judgment.

The Agency shall perform all Services with reasonable professional skill, care and diligence.

Unless expressly agreed in writing, the Agency does not guarantee any specific commercial, financial or marketing result, including but not limited to sales, audience growth, social media performance, brand awareness, press coverage or return on investment.

Creative work is, by its nature, subjective. Differences in artistic preference, creative direction or personal taste shall not constitute a breach of contract where the Deliverables substantially comply with the agreed scope of work.

Each Project shall be governed exclusively by:

• the accepted quotation;
• the signed agreement, where applicable;
• the accepted invoice;
• these Terms & Conditions.

Any request outside the agreed scope constitutes Additional Work.

Additional Work may result in:

• additional fees;
• revised production schedules;
• amended deadlines;
• supplementary invoices.

No Additional Work shall commence without the Agency’s written approval.

The Agency reserves the right to refuse any modification that fundamentally alters the original scope of the Project.

All quotations issued by the Agency shall remain valid for thirty (30) calendar days unless otherwise stated in writing.

A legally binding Agreement shall be formed upon the earliest of:

• written acceptance of a quotation;
• signature of an agreement;
• payment of the required deposit;
• written confirmation by email;
• acceptance of an invoice or payment thereof;
• commencement of the Services at the Client’s request.

The Agency’s General Terms & Conditions are permanently available for consultation on its official website and govern all Services provided by Just Players Agency unless expressly agreed otherwise in writing. The version in force on the date of the relevant quotation, invoice or contractual commitment shall apply to the corresponding Project.

Electronic signatures, scanned signatures, emails, WhatsApp messages, SMS and any other written electronic communications shall have the same legal effect as handwritten signatures and may be relied upon by the Agency for the execution of the Services and the administration of the Project.

Any instruction, approval, request or confirmation communicated by the Client through email, WhatsApp, SMS, a project management platform or any other written electronic communication shall constitute valid contractual instructions upon which the Agency may rely for the performance of the Services and the issuance of invoices.

Invoices issued by Just Players Agency shall constitute formal requests for payment and shall be deemed accepted unless disputed by the Client in writing within seven (7) calendar days from the invoice date.

Failure to dispute an invoice within this period shall constitute acceptance of the corresponding payment obligation.

The issuance of an invoice by the Agency shall constitute prima facie evidence that the corresponding Services have been ordered, performed or become payable in accordance with the applicable quotation, agreement or accepted instructions, unless the Client proves otherwise.

The Client shall not withhold, reduce, offset or delay any payment without the Agency’s prior written consent.

The Client shall pay a deposit equal to ninety percent (90%) of the total Project value before any Services commence.

The remaining ten percent (10%) shall become immediately due and payable prior to the delivery of any final Deliverables.

The Agency shall not commence consulting, strategy, production, filming, photography, editing, post-production, design, development or any other Services until the deposit has been received in cleared funds.

Unless otherwise required by mandatory provisions of applicable law, the deposit shall be retained by the Agency in consideration of the production capacity, personnel, resources, scheduling, strategic planning and creative development allocated to the Project and shall not be refundable following acceptance of the Project.

No Deliverables, source files, licenses, intellectual property rights or usage rights shall be transferred until all invoices have been paid in full.

The Agency reserves the right to suspend all ongoing Services until any outstanding invoice has been paid in full, without incurring any liability for the resulting delay.

Late payments may give rise to statutory late payment interest, recovery costs and any other remedies available under applicable law.

All invoices remain payable notwithstanding any ongoing discussions relating to revisions, amendments or additional work.

Upon acceptance of the Project, the Agency shall allocate personnel, production resources, equipment, creative teams and production dates specifically for the Client.

Any timetable, milestone or delivery date communicated by the Agency is provided in good faith and shall be considered an estimate unless expressly confirmed in writing.

The Client acknowledges that all production schedules depend upon the timely provision of information, approvals, materials and decisions required for the performance of the Services.

Where the Client causes any delay, all agreed deadlines and delivery dates shall automatically be extended by such period as the Agency reasonably considers necessary to complete the Project.

The Agency shall not be liable for any loss, damage or delay arising directly or indirectly from the Client’s failure to fulfil its obligations.

The Agency reserves the right to reschedule production dates and reallocate personnel where a Project is delayed due to the Client’s actions or omissions.

The Client shall cooperate fully with the Agency throughout the duration of the Project.

The Client agrees to provide, in a timely manner:

• complete and accurate project information;
• creative briefs;
• branding materials;
• logos;
• product information;
• access credentials where required;
• approvals;
• feedback;
• designated points of contact; and
• any other information reasonably required for the performance of the Services.

The Client warrants that all documents, photographs, logos, trademarks, music, videos, graphics and other materials supplied to the Agency are owned by the Client or used with all necessary rights, licences and permissions.

The Client shall indemnify and hold harmless the Agency against any claim, liability, damage or expense arising from materials, instructions or content supplied by the Client.

Failure to provide the required information, approvals or materials within a reasonable time shall constitute a Client Delay.

The Agency shall not be responsible for any delay, additional costs or adverse consequences resulting from inaccurate, incomplete or late information supplied by the Client.

The agreed Project includes only the Services expressly described in the accepted quotation or written agreement.

Any modification requested after the commencement of the Project may constitute Additional Work.

Additional Work includes, without limitation:

• additional filming or photography;
• additional editing;
• additional design work;
• additional strategy sessions;
• new creative concepts;
• extra meetings requested by the Client;
• additional Deliverables;
• modifications following approval of previous Deliverables;
• work outside the agreed scope.

Additional Work may result in additional fees, revised production schedules and amended delivery dates.

No Additional Work shall be carried out unless accepted by the Agency.

The Agency reserves the right to apply additional charges for urgent requests, accelerated production schedules, weekend work or work performed outside normal business hours.

Where the Project requires travel, accommodation, equipment hire, studio rental, filming permits, security services, catering, models, actors, influencers, freelancers or any other third-party supplier, such costs shall be borne by the Client unless expressly included within the accepted quotation.

The Agency may appoint independent contractors and third-party suppliers where reasonably necessary for the execution of the Project.

While the Agency shall exercise reasonable care when selecting such suppliers, it shall not be liable for delays, cancellations, defects, failures or omissions attributable to independent third parties.

Where a third-party supplier increases its fees after acceptance of the quotation, the corresponding increase may be invoiced to the Client.

The Agency shall not be responsible for the availability of venues, filming locations, influencers, talent or production personnel until such services have been confirmed and paid where required.

Unless expressly agreed otherwise, any governmental permits, licenses or regulatory approvals required specifically for the Project shall remain the Client’s responsibility.

A Client Delay includes, without limitation:

• failure to provide required information;
• delayed approvals;
• late payment of invoices;
• failure to supply products or materials;
• repeated changes to the Project;
• failure to attend scheduled meetings or production days;
• failure to appoint an authorised decision-maker.

Where a Client Delay occurs, the Agency may, without liability:

• extend all delivery deadlines;
• reschedule production dates;
• suspend the performance of the Services;
• charge additional production or administrative costs reasonably incurred as a result of the delay.

Where a Project remains inactive for more than thirty (30) consecutive calendar days due to the Client’s actions or omissions, the Agency reserves the right to:

• suspend the Project;
• invoice all Services performed to date;
• reallocate production resources to other projects; and
• treat the Project as cancelled in accordance with Article 12.

Any suspended Project shall be resumed subject to the Agency’s availability and may require revised pricing and production schedules.

The Client shall review all Deliverables promptly upon receipt.

Unless otherwise specified in the accepted quotation or written agreement, the Project includes a maximum of two (2) rounds of reasonable revisions.

Any revision request exceeding the agreed number of revisions, or requiring a substantial modification of the approved concept, shall constitute Additional Work and may be subject to additional fees.

The Client shall provide all comments and revision requests in writing and, wherever reasonably possible, in a single consolidated communication.

The Agency shall not be responsible for delays resulting from fragmented, inconsistent or repeated revision requests.

If the Client fails to provide comments, approval or revision requests within five (5) Business Days following delivery of the Deliverables, the Deliverables shall be deemed fully approved and accepted.

Following approval, whether express or deemed, any further modification requested by the Client shall constitute Additional Work.

Approval of one Deliverable shall not entitle the Client to request revisions to any previously approved Deliverable without additional charges.

The Agency reserves the right to refuse revision requests that fundamentally alter the agreed creative direction or scope of the Project.

Any cancellation of the Project must be communicated to the Agency in writing.

Upon acceptance of the Project, the Agency immediately allocates production capacity, personnel, equipment, creative resources and scheduling specifically for the Client.

Accordingly, the 90% deposit shall remain non-refundable, except where mandatory provisions of applicable law provide otherwise.

Where cancellation occurs after work has commenced, the Client shall remain liable for payment of:

• all Services performed up to the date of cancellation;
• all production costs incurred;
• all third-party supplier costs;
• all travel and accommodation expenses;
• all non-cancellable commitments entered into on behalf of the Client; and
• any outstanding invoices.

Where production dates have been reserved and subsequently cancelled or postponed at the Client’s request, the Agency reserves the right to invoice any additional costs reasonably incurred.

A request to postpone a Project shall not oblige the Agency to maintain the original production schedule.

Any postponed Project shall be subject to the Agency’s future availability and may require revised pricing, production schedules or timelines.

Without prejudice to any other rights or remedies available under applicable law, the Agency reserves the right to terminate the Agreement immediately where the Client:

• materially breaches these Terms & Conditions;
• fails to make payment when due;
• repeatedly fails to cooperate with the Agency;
• behaves in an abusive, threatening or inappropriate manner towards the Agency’s personnel or contractors;
• requests any unlawful, fraudulent or unethical activity.

Termination shall not affect the Agency’s right to recover all outstanding sums due.

Unless expressly agreed otherwise in writing, all intellectual property rights, including copyright, neighbouring rights, database rights, know-how, methodologies, concepts, strategies, designs, creative processes and all other proprietary rights created by the Agency shall remain the exclusive property of Just Players Agency.

No ownership, licence, assignment or right of use shall transfer to the Client until all invoices have been paid in full.

Until full payment has been received, the Client shall not publish, distribute, reproduce, modify, commercialise, licence, sublicense or otherwise exploit any Deliverables produced by the Agency.

Unless expressly included within the quotation or agreed in writing, the Agency retains exclusive ownership of:

• source files;
• editable files;
• project files;
• RAW photographs;
• raw video footage;
• editing timelines;
• production documents;
• creative concepts;
• AI prompts and workflows;
• internal methodologies and processes.

Where the transfer of editable files or source files is specifically requested by the Client and accepted by the Agency, such transfer may be subject to additional fees.

No implied licence, assignment or transfer of intellectual property rights shall arise under these Terms & Conditions.

Nothing contained within these Terms shall be interpreted as transferring ownership of the Agency’s intellectual property except to the extent expressly agreed in writing.

Unless expressly prohibited in writing prior to the commencement of the Project, the Agency shall have the right to display, reproduce and publish completed Deliverables or extracts thereof for the purposes of:

• its portfolio;
• marketing and promotional activities;
• social media;
• its official website;
• award submissions;
• competitions;
• professional publications;
• business development.

The Agency may identify the Client by name, logo or trade mark solely for the purpose of presenting its work and professional experience.

Where the Parties have entered into a confidentiality agreement preventing publication, the Agency shall comply with such confidentiality obligations.

Nothing contained in this Article shall authorise the disclosure of confidential commercial information belonging to the Client.

Each Party undertakes to keep confidential all non-public information obtained during the course of the Project.

Confidential Information includes, without limitation:

• Business plans;
• pricing information;
• commercial negotiations;
• financial information;
• marketing strategies;
• customer information;
• technical information;
• production methods;
• creative concepts not publicly released;
• trade secrets.

Neither Party shall disclose Confidential Information to any third party except:

• where required by applicable law;
• with the prior written consent of the other Party; or
• where such information has lawfully entered the public domain.

The receiving Party shall protect Confidential Information with at least the same degree of care as it applies to its own confidential information, and in any event with a reasonable standard of care.

The Agency may disclose Confidential Information to its employees, contractors, freelancers or professional advisers where reasonably necessary for the performance of the Services, provided that such persons remain subject to appropriate confidentiality obligations.

The Agency shall process any personal data received in connection with the Project in accordance with all applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and any applicable French legislation.

Where the Agency processes personal data on behalf of the Client, such processing shall be limited strictly to the performance of the agreed Services.

The Client warrants that it has obtained all necessary rights, consents and legal authorizations required for the Agency to process any personal data supplied in connection with the Project.

The Agency shall not be liable for any unlawful collection, processing or transmission of personal data by the Client.

Each Party undertakes to implement appropriate technical and organizational measures to protect personal data against unauthorized access, disclosure, alteration or destruction.

The Agency warrants that it shall perform the Services with reasonable professional skill, care and diligence in accordance with recognised industry standards.

Except as expressly provided in these Terms & Conditions, all warranties, guarantees, conditions and representations, whether express or implied by law, custom or otherwise, are excluded to the fullest extent permitted by applicable law.

The Agency does not guarantee:

• any increase in sales;
• commercial success;
• media exposure;
• audience growth;
• social media engagement;
• search engine rankings;
• return on investment;
• customer acquisition;
• brand recognition; or
• any specific financial or commercial outcome.

The Client acknowledges that branding, marketing and creative services are influenced by numerous factors beyond the Agency’s reasonable control.

Creative decisions remain inherently subjective and shall not constitute a contractual breach where the Deliverables substantially comply with the agreed scope of the Project.

To the fullest extent permitted by applicable law, the total aggregate liability of Just Players Agency arising out of or in connection with any Project shall not exceed the total amount actually paid by the Client to the Agency for the relevant Project.

Under no circumstances shall the Agency be liable for:

• indirect losses;
• consequential losses;
• incidental losses;
• loss of profit;
• loss of revenue;
• loss of business opportunity;
• loss of contracts;
• reputational damage;
• anticipated savings;
• business interruption;
• loss of goodwill;
• loss of data; or
• any claim arising from the acts or omissions of third-party suppliers.

Nothing contained in these Terms & Conditions shall exclude or limit any liability that cannot legally be excluded under mandatory provisions of applicable law.

The Agency shall not be liable for any delay or failure to perform its obligations where such delay or failure results from circumstances beyond its reasonable control.

Force Majeure events include, without limitation:

• natural disasters;
• floods;
• fires;
• pandemics;
• epidemics;
• governmental restrictions;
• war;
• terrorism;
• civil unrest;
• strikes;
• transport disruption;
• power failures;
• internet outages;
• cyberattacks;
• supplier failures;
• equipment breakdown beyond the Agency’s reasonable control; and
• any other event beyond the reasonable control of the Agency.

Where a Force Majeure event continues for more than sixty (60) consecutive days, either Party may terminate the affected Project by written notice, provided that the Client remains liable for payment of all Services performed and costs incurred prior to termination.

These Terms & Conditions and any contractual relationship between the Parties shall be governed exclusively by the laws of France.

The Parties shall endeavor to resolve any dispute amicably through good-faith negotiations before commencing legal proceedings.

Failing an amicable resolution, the competent courts within the jurisdiction of the Paris Court of Appeal shall have exclusive jurisdiction, to the extent permitted by applicable law.

These Terms & Conditions, together with any accepted quotation, proposal, invoice or written agreement, constitute the entire agreement between the Parties in relation to the Project.

They supersede all prior negotiations, discussions, correspondence, representations or understandings relating to the Services.

No amendment or waiver shall be binding unless agreed in writing by the Agency.

If any provision of these Terms & Conditions is held by a competent court to be invalid, unlawful or unenforceable, such provision shall be severed without affecting the validity or enforceability of the remaining provisions.

The remaining provisions shall continue in full force and effect.

The provisions relating to:

• payment obligations;
• intellectual property;
• confidentiality;
• limitation of liability;
• governing law;
• dispute resolution;
• indemnification;
• portfolio rights; and
• any provision which by its nature is intended to survive,

shall remain in full force and effect following the completion, cancellation or termination of the Project.

The Agency reserves the right to amend these Terms & Conditions at any time.

Any revised version shall apply to future Projects from the date on which it is published on the Agency’s official website, unless otherwise agreed in writing.

No amendment shall affect any Project already accepted unless expressly agreed by both Parties.

The Parties acknowledge and agree that electronic communications, including emails, electronic signatures, messaging applications, electronic document exchanges and other written electronic communications, shall constitute valid evidence of their communications and contractual relationship, subject to applicable law.

Electronic records may be relied upon by either Party for the purposes of demonstrating instructions, approvals, contractual commitments, invoicing and the performance of the Services.