LWE Studio Standard Terms & Conditions

Last updated: 5 June 2026

These Standard Terms & Conditions apply to LWE Studio services provided by MyOnlineSchool Ltd trading as Learning With Experts, company number 08877754, registered office One St Aldates, Oxford, Oxfordshire OX1 1DE.

These terms apply to each Statement of Work, proposal, order form, booking confirmation or other written agreement agreed between LWE Studio and the client, unless expressly varied in writing.

1. About LWE Studio

LWE Studio provides content strategy, storytelling, video production, post-production, digital content, AI-assisted production, marketing support and related professional services.

The specific services, deliverables, timetable, fees and project assumptions for each project will be set out in the relevant Statement of Work.

2. Order of Priority

If there is any conflict between documents, the following order of priority applies:

1. any written variation signed or expressly agreed by both parties;

2. the relevant Statement of Work;

3. these Standard Terms & Conditions;

4. any proposal, pitch deck, estimate, email or discussion.

No proposal, pitch deck, estimate, email or discussion creates a binding obligation unless it is incorporated into a Statement of Work or otherwise clearly agreed in writing by both parties.

3. Statements of Work

Each project will be governed by a Statement of Work, which should set out the services, deliverables, fees, payment terms, project assumptions, client responsibilities, excluded items, usage rights and any special terms.

LWE Studio is not required to start work until the Statement of Work has been agreed and any upfront payment, deposit or initial invoice has been paid.

Work outside the agreed scope is not included unless agreed in writing.

4. Services

LWE Studio will provide the services with reasonable skill and care and in accordance with good industry practice for a UK content strategy, video production and digital education business.

Services may include, where stated in the Statement of Work:

• content strategy, positioning and audience insight;

• story development, scripting and editorial planning;

• filming, directing and production management;

• post-production, editing, graphics and final exports;

• short-form video, social clips and campaign assets;

• AI-assisted production, repurposing or enhancement;

• digital marketing support;

• platform or learning-related services.

Unless expressly included in the Statement of Work, the services do not include:

• platform services;

• hosting;

• learner support;

• customer support;

• technical support;

• paid media spend;

• media buying;

• bespoke reporting;

• custom dashboards;

• legal review;

• regulatory review;

• medical review;

• financial promotions review;

• accessibility audits;

• translations;

• subtitling;

• voiceover;

• third-party licences;

• talent fees;

• influencer fees;

• PR;

• integrations;

• custom development;

• ongoing optimisation.

5. Creative Judgement

The client acknowledges that creative work involves professional and subjective judgement.

LWE Studio will take reasonable account of client feedback within the agreed scope, but deliverables may not be rejected solely because of subjective preference where they materially conform to the agreed brief and Statement of Work.

6. Client Responsibilities

The client will provide timely access to the people, contributors, locations, materials, brand guidelines, information and approvals needed for LWE Studio to deliver the project.

The client will appoint a project lead with authority to make day-to-day decisions and coordinate approvals.

Unless the Statement of Work says otherwise, the client must respond to drafts, questions and approval requests within five business days.

The client is responsible for the accuracy, legality and appropriateness of all materials, information, claims, testimonials, case studies, brand assets and content it provides or approves.

The client is responsible for obtaining all necessary rights, licences, permissions, releases and consents from its personnel, contributors, customers, patients, case study subjects, interviewees, rights holders, location owners and other third parties.

7. Delivery Dates

LWE Studio will use reasonable endeavours to meet agreed delivery dates.

Delivery dates are estimates unless the Statement of Work expressly states that a date is fixed and business critical.

LWE Studio is not responsible for delays caused by late client materials, late approvals, unavailable contributors, incomplete information, changed requirements, third-party delays, failed production events or circumstances outside LWE Studio’s reasonable control.

8. Review Rounds and Approval

Unless the Statement of Work says otherwise, the client is entitled to the review rounds stated in the Statement of Work.

The client must provide one consolidated set of comments for each review round.

Conflicting, piecemeal, late or additional comments may be treated as additional work.

A deliverable will be deemed accepted when:

1. the client approves it;

2. the client uses, publishes or distributes it;

3. the review period expires without written rejection; or

4. the deliverable materially conforms to the agreed brief and Statement of Work.

Changes requested after approval, changes to approved scripts or structures, additional edits, additional versions, further formats, subtitles, localisation, accessibility adaptations and additional cutdowns are chargeable unless expressly included in the Statement of Work.

9. Production Assumptions and Excluded Costs

Each Statement of Work should identify the included filming days, production days, edit rounds, locations, crew, equipment and deliverables.

Unless expressly included in the Statement of Work, fees exclude:

• additional filming days;

• remote location filming;

• studio hire;

• venue hire;

• location fees;

• permits;

• set dressing;

• catering;

• parking;

• security;

• specialist insurance;

• travel;

• accommodation;

• subsistence;

• specialist crew;

• specialist equipment;

• stock footage;

• archive material;

• music licences;

• voiceover artists;

• presenters;

• actors;

• illustrators;

• animators;

• specialist graphics;

• specialist animation;

• image licences;

• AI tool licences;

• other third-party costs.

Any third-party costs must be approved in writing before they are incurred, except where urgent action is reasonably required to protect the project, people, data, legal compliance or either party’s reputation.

10. Cancellation, Delay and Failed Production Events

The client is responsible for ensuring that contributors, locations, materials, permissions and approvals are available and ready for agreed production dates.

If a filming day or production event is cancelled, delayed, materially disrupted or cannot proceed because client personnel, contributors, materials, approvals, permissions or locations are unavailable, late, incomplete or not ready, LWE Studio may charge the client for reasonable wasted costs, committed costs, crew costs, studio costs, travel costs, cancellation fees, rescheduling costs and additional project management time.

If a failed or disrupted production event requires additional filming, editing, production time, project management or rescheduling, LWE Studio may charge additional fees for that work.

Project-specific cancellation fees may be set out in the Statement of Work. Where the Statement of Work includes cancellation terms, those terms will apply.

11. Fees and Payment

The client will pay the fees stated in the Statement of Work, exclusive of VAT unless stated otherwise.

Unless the Statement of Work says otherwise, LWE Studio may invoice:

1. 50% on approval of the Statement of Work;

2. 40% before filming or production starts;

3. 10% on delivery of final deliverables.

For smaller projects, LWE Studio may require 100% payment upfront.

For retainers, LWE Studio may invoice monthly in advance unless otherwise stated in the Statement of Work.

Invoices are payable within 30 days of invoice date unless the Statement of Work says otherwise.

LWE Studio may suspend services and withhold deliverables, project files and usage rights if undisputed invoices are overdue.

Fees are non-refundable except where expressly stated in the Statement of Work or required by law.

12. Changes to Scope

Either party may request a change to the scope, deliverables, timetable, assumptions, fees or responsibilities.

LWE Studio is not required to implement a change unless it has been agreed in writing, including any impact on fees and timetable.

If the client requests a change, causes delay, expands the brief or requires additional work, LWE Studio may adjust delivery dates and charge reasonable additional fees and costs.

13. Intellectual Property and Usage Rights

Each party retains ownership of its pre-existing intellectual property.

The client retains ownership of materials supplied by the client.

The client grants LWE Studio a licence to use, copy, edit, adapt, film, record, publish and process client materials to the extent needed to provide the services and create the deliverables.

Unless the Statement of Work says otherwise, ownership of final approved deliverables created specifically for the client transfers to the client only once all fees and undisputed amounts due for the relevant project have been paid in full.

Until payment has been made in full, the client may use deliverables only for internal review and approval.

LWE Studio retains ownership of its background intellectual property, templates, workflows, production methods, know-how, learning architecture, platform, software, AI workflows, prompts, generic materials, reusable tools and production processes.

Raw footage, raw audio, rushes, project files, editing timelines, source files, design files, layered graphics, prompts, production notes, working files and intermediate files are not included unless expressly stated in the Statement of Work.

If the client requires raw footage, editable files, project files or source files, this must be separately agreed and may be subject to additional fees, storage charges and third-party licence restrictions.

14. Third-Party Materials

Third-party materials may include music, stock footage, archive material, images, fonts, voiceover, presenters, actors, locations, software, AI tools and other externally licensed assets.

Third-party materials may be subject to separate licence terms, usage restrictions, territory limits, time limits, platform restrictions or additional fees.

The client is responsible for complying with any third-party licence restrictions notified to it.

15. AI-Assisted Production and Synthetic Media

LWE Studio may use AI tools to support the services, including research, ideation, scripting, editing, transcription, translation, image generation, sound enhancement, workflow automation, visual effects, repurposing and production acceleration.

LWE Studio will not intentionally use a person’s name, image, likeness, voice or biometric characteristics to create synthetic media unless appropriate consent has been obtained.

The client is responsible for obtaining consents from its personnel, contributors and third parties where their likeness, voice, performance, image, materials or personal data are supplied by or on behalf of the client for use in AI-assisted production.

The client must not provide sensitive personal data, confidential third-party data, special category data, children’s data, patient data or regulated data for use with AI tools unless LWE Studio has agreed the use case in writing and appropriate safeguards have been agreed.

Outputs generated or assisted by AI tools may be subject to third-party terms, usage restrictions and uncertainty around exclusive ownership. LWE Studio does not warrant that AI-assisted outputs are capable of exclusive ownership unless expressly confirmed in the Statement of Work.

LWE Studio may retain and reuse generic prompts, workflows, production methods and learnings developed through use of AI tools, provided it does not disclose client confidential information or misuse client materials.

16. Compliance, Claims and Approvals

The client is responsible for approving factual claims, legal claims, medical claims, health claims, financial claims, performance claims, testimonials, regulated statements, comparative claims and product claims unless LWE Studio is expressly engaged in writing to provide specialist validation.

The client must ensure that any claims, testimonials or endorsements supplied or approved by the client are accurate, genuine, not misleading and supported by appropriate evidence.

LWE Studio may require changes to content, claims, scripts, edits, campaign assets or communications where it reasonably believes there is a legal, regulatory, safeguarding, wellbeing, data security, intellectual property, platform, reputational or brand risk.

17. Platform Services

Platform services are not included unless expressly stated in the Statement of Work.

If the client wishes to convert Studio content into an online course, hosted learning product, online classroom, white-label academy, marketplace product or learner-facing service, the parties must agree a separate Statement of Work or platform agreement.

Unless expressly agreed, Studio fees do not include:

• platform implementation;

• course build;

• hosting;

• learner onboarding;

• learner support;

• tutor support;

• CPD accreditation;

• analytics;

• reporting;

• integrations;

• single sign-on;

• API work;

• custom development;

• marketplace promotion;

• ongoing platform licence fees.

18. Marketing and Portfolio Use

Unless the Statement of Work says the project is confidential, LWE Studio may refer to the client as a client and may use final deliverables, screenshots, excerpts and behind-the-scenes materials in its portfolio, showreel, awards submissions, sales materials, investor materials, credentials documents and case studies.

Neither party may issue a press release or major public announcement about the project without the other party’s prior written approval.

Neither party may use the other party’s brand in a way that suggests endorsement of unrelated products, services or claims without prior written approval.

19. Confidentiality

Each party must keep the other party’s confidential information confidential and use it only to perform or receive the benefit of the relevant project.

Confidential information includes commercial terms, pricing, strategy, audience data, financial information, forecasts, technology, know-how, unreleased content, personal data, trade secrets and information that would reasonably be regarded as confidential.

Confidentiality obligations do not apply to information that is public other than through breach, already lawfully known, independently developed without use of confidential information, or lawfully received from a third party without restriction.

20. Data Protection

Each party will comply with applicable data protection laws, including UK GDPR and the Data Protection Act 2018.

Each party is responsible for identifying its own lawful basis for processing personal data and for providing appropriate privacy information where required.

Where specific data processing arrangements are required, including audience data, learner data, customer lists, analytics, platform data, health data, patient data or AI-related processing, the parties will agree appropriate additional terms.

21. Warranties

Each party warrants that it has authority to enter into and perform the relevant project.

LWE Studio warrants that it will provide the services with reasonable skill and care.

The client warrants that the client materials and their use by LWE Studio will not infringe third-party rights and will not be unlawful, defamatory, misleading, discriminatory or likely to create material legal, regulatory, safeguarding or reputational risk.

Except as expressly stated in these terms, all warranties, conditions and terms implied by law are excluded to the fullest extent permitted by law.

LWE Studio does not warrant that any services, deliverables, campaign activity, AI tool, platform service, marketing activity or content will generate any particular revenue, views, engagement, followers, leads, sales, outcomes, platform adoption or return on investment.

22. Liability

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, wilful misconduct, or any liability that cannot lawfully be limited or excluded.

Subject to the above, neither party is liable for loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill, loss of opportunity, business interruption, indirect loss or consequential loss.

Subject to the above, each party’s total aggregate liability arising out of or in connection with a Statement of Work is limited to the greater of £25,000 and the fees paid or payable by the client to LWE Studio under that Statement of Work.

This liability cap does not limit the client’s obligation to pay fees, expenses, third-party costs or other amounts properly due.

The client will indemnify LWE Studio against losses, claims, damages, costs and expenses arising from any third-party claim that client materials infringe third-party rights or that content, claims or materials supplied or approved by the client are inaccurate, unlawful or misleading, except to the extent caused by LWE Studio’s unauthorised changes or negligence.

23. Termination

Either party may terminate a Statement of Work immediately by written notice if the other party commits a material breach and, where the breach is capable of remedy, fails to remedy it within 14 days after written notice requiring remedy.

Either party may terminate a Statement of Work immediately by written notice if the other party becomes insolvent, enters administration, liquidation or a voluntary arrangement, ceases or threatens to cease trading, or suffers an equivalent event.

LWE Studio may terminate or suspend a project immediately if continued performance would, in LWE Studio’s reasonable opinion, create a material legal, regulatory, safeguarding, data security, intellectual property, platform, reputational or brand risk.

If the client terminates a project for convenience, pauses a project, materially reduces scope or cancels scheduled work, the client must pay all fees for work performed, committed third-party costs, non-cancellable costs, approved expenses and any cancellation charges stated in the Statement of Work.

24. Consequences of Termination

On termination or expiry, the client will pay all outstanding fees, approved expenses, third-party costs and other amounts due to LWE Studio up to the termination date, including committed costs that cannot reasonably be cancelled.

LWE Studio may stop providing services and may withhold deliverables, project files and usage rights until all undisputed sums have been paid.

The client may continue to use final deliverables that it owns after termination, provided all undisputed fees due to LWE Studio have been paid and the client complies with these terms and any third-party licence restrictions.

25. Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including serious illness of key personnel or contributors, failure of utilities, internet outage, cyber incident not caused by the affected party’s breach, industrial dispute, epidemic, government action, fire, flood, war, terrorism, failure of a third-party platform or tool, or other events outside reasonable control.

26. General

Neither party may assign or transfer its rights or obligations without the other party’s prior written consent, not to be unreasonably withheld or delayed, except that LWE Studio may assign or transfer its rights and obligations to a group company, successor or purchaser of substantially all of its business or assets.

LWE Studio may use employees, consultants, freelancers, production partners, editors, strategists, technology providers, AI tools and subcontractors to perform the services, provided LWE Studio remains responsible for performance of the services.

No person other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce these terms.

If any provision is invalid or unenforceable, the remaining provisions continue in force.

27. Governing Law and Jurisdiction

These terms, each Statement of Work and any dispute or claim arising out of or in connection with them are governed by the laws of England and Wales.

The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms or any Statement of Work.