1. Entire Agreement

The Dark Star Labs Terms & Conditions ("T&Cs") govern the use of the services provided by Dark Star Labs Ltd ("DSL") ("Services") to all Clients ("Client"). 

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These T&Cs may be supplemented by project-specific Statements of Work ("SOW") signed by both DSL and the Client. In the event of any conflict between these T&Cs and a signed SOW, the terms of the signed SOW shall prevail.

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By commissioning Dark Star Labs' services, the Client acknowledges and agrees to these Terms & Conditions.

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2. Scope of Services

Dark Star Labs ("DSL") offers a comprehensive range of services to bring your creative vision to life. We specialize in 3D animation using Blender and interactive experiences and mini-games developed in Unreal Engine. Here's a detailed breakdown of the services we provide:

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3D Animation

• Pre-production:

  • Script analysis and storyboarding

  • Concept art development (environments, characters, props)

  • Character design (modeling, rigging, texturing)

  • Style frames and animatics

  • 3D asset creation (modeling, sculpting, texturing)

  • Storyboarding and shot planning

• Animation:

  • 2D and 3D animation (character, environment, props)

  • Motion graphics animation

  • Lip syncing and facial animation

  • Rigging and character setup

  • Physics simulations and particle effects

• Post-production:

  • Video editing and compositing

  • Sound design and audio mixing

  • Music composition and sound effects integration

  • Colour grading and visual effects

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Interactive Experiences & Mini-games

• Pre-development:

  • Game concept development and storyboarding

  • User Interface (UI) and User Experience (UX) design

  • Level design and environment creation

  • Prototype development

• Development:

  • Programming and scripting using Unreal Engine

  • Gameplay mechanics development and integration

  • Character and environment creation (3D modeling, animation, texturing)

  • Physics simulations and particle effects

  • Integration of visual effects (FX)

• Testing and Refinement:

  • Internal testing and bug fixing

  • Client feedback and iteration (limited revisions)

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Additional Services:

• Consultation services (3D animation and Unreal Engine development)

• Stock asset and music licensing (fees apply)

• Voice-over and Motion Capture talent acquisition (fees apply)

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Please Note:

• The specific services included in your project will be outlined in a detailed Statement of Work (SOW) signed by both parties.

• The number of included revisions for interactive experiences may vary depending on project complexity and hardware. This will be specified in the SOW.

• Additional fees may apply for services beyond the scope of the initial project or exceeding the included revisions.

 

3. Communication and Feedback

Dark Star Labs (DSL) is committed to open and transparent communication throughout your project. We believe this collaborative approach is essential for delivering high-quality animation or interactive experiences that meet your specific requirements.

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Here's what you can expect:

• Dedicated Project Manager: You will be assigned a dedicated project manager who will serve as your primary point of contact throughout the project.

• Regular Communication: We will maintain regular communication schedules, typically via email or your preferred project management software. Updates will include project progress reports, upcoming milestones, and any potential challenges.

• Client Feedback: We encourage your feedback throughout the creative process. We will provide opportunities for review and input at designated stages of the project. Timely feedback from you helps ensure the project stays on track and meets your expectations.

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4. Assumptions & Dependencies

• Client Responsibilities: The Client acknowledges their responsibility for providing all necessary information, materials, and approvals in a timely manner as outlined in the specific SOW for their project.

• Industry Knowledge and Expertise:  The Client acknowledges that their industry knowledge and expertise are crucial for the successful completion of the project. They are responsible for providing clear instructions and complete information regarding their project requirements and objectives.

• Material Ownership and Permissions:  The Client warrants ownership or necessary licenses for any materials they provide to DSL for use in the project. The Client agrees to indemnify DSL for any issues arising from copyright or intellectual property infringement related to these materials.

• Timely Approvals:  To ensure project momentum, the Client agrees to review and approve deliverables within the designated timeframes outlined in the SOW. Delays in approvals may necessitate adjustments to the project schedule and could potentially incur additional charges.

• Impact of Changes:  The Client acknowledges that any changes or revisions requested beyond the originally agreed-upon scope of work, as specified in the SOW, may affect deadlines and project costs. DSL will work collaboratively with the Client to define the impact of any proposed changes before proceeding.

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Key assets and data refer to the following items essential for DSL to deliver the Services and Deliverables, but not limited to, as outlined in the specific SOW:

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• Logos and Brand Assets (e.g., vector logos, brand style guide)

• Content and Text (e.g., website copy, product descriptions, marketing materials)

• Technical Specifications (e.g., CAD drawings, feature statistics, product dimensions, APIs, system requirements)

• Access Permissions (e.g., login credentials for relevant platforms or systems)

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5. Payment Terms

• Credit Card or Bank Transfer: 

  • Due within 30 days of the invoice date. 

  • A 50% deposit is required before work commences.

• Purchase Order: 

  • Due within 60 days of the invoice date. 

  • Scheduled payments as agreed in the SOW

  • Purchase orders must be received before work commences

• Late Payment Fee: A 5% per month late fee will be applied to overdue balances unless alternative payment terms have been agreed upon.

• Milestone-based Payment:

  • DSL offers milestone-based payment schedules for projects exceeding £10,000 upon agreement with the client.

  • Milestone 1: Project Kick-off (XX% upon Agreement)

  • Milestone 2: Project Kick-off (XX% upon Agreement)

  • …

  • Final Payment (XX% upon Project Completion)

• Work Commencement: Work will begin upon receipt of either:

  • A purchase order for the full quoted and agreed amount.

  • The required deposit for the chosen payment method (as specified above).

• Additional Fees

  • Consultation day rate starts at £250 per day.

  • Rush fees apply for expedited projects - rate starts at an additional £150 per day.

  • Travel and accommodation expenses incurred for project-related activities will be charged additionally.

  • Stock 3D assets, footage, photography, music and sound FX licensing fees may apply depending on project requirements.

  • Additional talent such as Voice Over and Motion Capture may apply depending on project requirements.

• Please note that our services are VAT inclusive

 

6. Revisions

Included Revisions:

• One round of revisions is included in the quoted project cost for each project phase (Alpha and Beta) as defined below. These revisions are intended for minor adjustments to content, design, or functionality within the agreed-upon scope of work.

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Gold Phase - Final Review and Acceptance:

• The Gold phase is the final stage where Dark Star Labs (DSL) presents the polished deliverables for client review and acceptance.

• Revisions are generally not included in the Gold phase. However, DSL will address any critical errors or functionality issues identified by the client during this final review.

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Revision Process:

• Dark Star Labs (DSL) will provide deliverables for review at designated touchpoints within each project phase (Alpha, Beta, and Gold). These touchpoints will be clearly outlined in the project timeline.

• Clients will have 10 business days to provide feedback and request revisions during these review periods.

• DSL will implement all revisions that are considered "in scope" based on the agreed-upon SOW.

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Additional Revisions:

• Revisions exceeding the two included rounds per phase will be billed at our hourly rate:

  • £100 per hour (2D & 3D Animation)

  • £125 per hour (Interactive Development)

• DSL will provide a written estimate for any out-of-scope revisions before proceeding with the work.

• Client written approval will be required for all out-of-scope revisions and any associated additional fees.

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Client Feedback Timeframe:

• To ensure project momentum is maintained, DSL kindly requests that clients strive to provide all feedback within the allocated 10 business day timeframe.

• Any delays in feedback exceeding 10 business days will be considered the Client's responsibility.

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Impact of Delayed Feedback:

• Delays in feedback may necessitate adjustments to the project timeline to accommodate additional revision cycles.

• In such instances, DSL will work with the Client to determine the impact on the timeline and potential associated costs for additional revisions or delays.

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Change Orders and Scope Changes:

• Extensive changes to the project scope beyond the originally agreed-upon SOW may necessitate additional fees and a revised timeline.

• DSL will work collaboratively with the Client to define the impact of any proposed scope changes and obtain written approval before proceeding.

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Clear communication is paramount at DSL. We will never initiate work on out-of-scope revisions or additional fees without the Client's explicit written consent

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7. Termination

Client Termination:

• The Client may terminate this Agreement for any reason upon written notice to Dark Star Labs (DSL).

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Client Payment Obligations upon Termination:

• In the event of Client termination, the Client will be obligated to pay DSL for all services rendered up to the date of termination, based on the agreed-upon daily rate or project fee structure.

• This includes any out-of-pocket expenses incurred by DSL on behalf of the project up to the termination date (e.g., materials, software licenses).

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Termination by DSL (for Cause):

• DSL may terminate this Agreement for cause upon written notice to the Client in the following circumstances:

  • Client material breach of this Agreement, including but not limited to failure to make timely payments.

  • Client conduct that hinders or prevents DSL from completing the project as outlined in the SOW.

  • Client insolvency or bankruptcy.

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Payment Obligations upon Termination by DSL (for Cause):

• In the event of termination by DSL for cause, the Client will be obligated to pay DSL for all services rendered up to the date of termination, based on the agreed-upon hourly rate or project fee structure.

• This includes any out-of-pocket expenses incurred by DSL on behalf of the project up to the termination date (e.g., materials, software licenses).

• Additionally, the Client may be liable for any additional costs incurred by DSL due to the Client's breach or conduct that led to the termination.

 

8. Intellectual Property and Copyright Ownership

Ownership of Deliverables:

• Dark Star Labs (DSL) retains copyright of the final animation and any underlying materials until all project fees are paid in full.

• Upon full payment and acknowledged completion of the project by both parties, all copyright ownership of the deliverables will transfer to the Client.

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Client Branding:

• DSL reserves the right to use any completed video and original footage obtained during the project for our own promotions. (Including online portfolio, online marketing, showreel, and promotion via social media platforms, etc.) unless otherwise stated by the client.

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Preparatory Materials:

• Ownership of preparatory materials (e.g., sketches, concepts) created by DSL belongs to DSL. The Client does not acquire any rights to use these materials without DSL's express written consent.

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Pre-Existing Code and Software:

• DSL retains copyright and ownership of any code, software, or programming created prior to, but used in, the project. These elements are not included in the transfer of deliverables upon full payment.

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Bespoke Software:

• Ownership of any bespoke software created specifically for the Client's exclusive use will be explicitly addressed in a separate agreement if applicable.

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Treatments and Pitches

• We ask that all IP rights for materials created and shown/shared during a treatment stage or pitch remain with DSL.

• Ideas and concepts disclosed to the client during a pitch are confidential and remain property of DSL.

• Unless commissioned after a pitch, all pitch materials must be promptly returned to DSL and not copied by the client.

 

9. Confidentiality

Mutual Confidentiality Obligations:

Both parties agree to take all reasonable steps to protect confidential information from unauthorized disclosure or use.

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Confidential information generally excludes information already publicly known or independently developed by the receiving party.

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Definition of Confidential Information:

Confidential Information may include, but are not limited to:

• Client Information: Customer lists, marketing strategies, financial data, and other non-public client information.

• Project Assets: Designs, source code, prototypes, creative concepts, and other materials specifically developed for the project.

• DSL's Confidential Information: Methods, pricing structures, and other proprietary information not publicly known.

 

Information will not be considered Confidential Information if it is:

• Already publicly known or in the public domain.

• Independently developed by the Receiving Party without using the Disclosing Party's Confidential Information.

• Lawfully obtained from a third party without a confidentiality obligation.

 

The Client is responsible for informing DSL in writing if any information or materials provided for the project are considered confidential to a third party.