Terms and Conditions
1. Introduction and Acceptance of Terms
These Terms and Conditions ("Terms", "Agreement") constitute a legally binding agreement between The Dark Poet Studio ("Company", "we", "us", or "our"), a creative services business operating under the laws of the United States of America, and you ("Client", "you", or "your"). By accessing our website at www.thedarkpoet.studio, submitting an inquiry, booking a session, or otherwise engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you must not use our website or engage our services.
2. Definitions
For the purposes of these Terms, the following definitions apply:
"Services" means all photography, videography, content creation, and related creative services offered by the Company, as well as any future e-commerce product offerings.
"Deliverables" means the final photographs, edited videos, digital content, physical products, or other outputs produced by the Company in connection with a project.
"Booking Confirmation" means a written confirmation issued by the Company confirming the engagement, scope, date(s), and fee for a project.
"Project Fee" means the total agreed fee for a specific project as stated in the Booking Confirmation or service agreement.
"Retainer" or "Deposit" means the non-refundable upfront payment of twenty percent (20%) of the Project Fee due at the time of booking.
"Session" means any scheduled photography, videography, or content creation appointment.
"Content" means all text, images, video, graphics, and other materials appearing on the Company's website.
3. Services Offered
The Dark Poet Studio provides the following professional creative services to clients worldwide:
Professional photography, including portrait, event, commercial, and editorial photography
Videography, including event coverage, commercial video production, brand films, and short-form video content
Content creation, including creative direction, visual storytelling, and digital content optimized for web and social media platforms
Future e-commerce offerings, including physical products, prints, and digital goods (when launched)
The Company operates primarily as a portfolio and client contact platform at present. All services are subject to availability and execution of a Booking Confirmation. The Company reserves the right to modify or discontinue any service at any time without liability.
4. Website Use and Access
Access to www.thedarkpoet.studio is permitted on a temporary basis. We reserve the right to withdraw or amend the service we provide on our website without notice. We will not be liable if, for any reason, our website is unavailable at any time or for any period. You are responsible for ensuring that all persons who access our website through your internet connection are aware of and comply with these Terms.
You agree not to: (a) use our website in any way that violates applicable laws or regulations; (b) transmit any unsolicited or unauthorized advertising or promotional material; (c) attempt to gain unauthorized access to any part of our website or related systems; or (d) engage in any conduct that restricts or inhibits any person's use or enjoyment of the website.
5. Booking and Engagement Process
A booking or engagement is formalized only upon: (a) submission of a completed booking inquiry or service request by the Client; (b) issuance of a written quote, proposal, or Booking Confirmation by the Company; and (c) payment of the required Retainer as described in Section 6 below. No booking shall be considered confirmed until a written Booking Confirmation has been issued and the applicable Retainer payment has been received and cleared.
The Company reserves the right to decline any booking request at its sole discretion, without obligation to provide a reason. Submission of an inquiry or payment of a deposit does not guarantee service availability until a written Booking Confirmation is issued.
6. Payment Terms
The Company's payment structure is as follows:
A non-refundable Retainer of twenty percent (20%) of the total Project Fee is due at the time of booking confirmation. This Retainer secures the Client's booking date and compensates the Company for time reserved and any preliminary work performed.
The remaining balance of eighty percent (80%) of the Project Fee is due upon completion of the Services and prior to or concurrent with delivery of the final Deliverables. The Company reserves the right to withhold delivery of Deliverables until the balance is paid in full.
For e-commerce product purchases (when available), full payment is required at the time of order placement.
All fees are quoted in United States Dollars (USD) unless otherwise expressly stated in writing.
Outstanding balances not paid within fourteen (14) calendar days of the due date may incur a late fee of one and one-half percent (1.5%) per month on the unpaid balance, compounded monthly. The Company may also suspend or terminate services for non-payment.
7. Taxes and Additional Charges
All quoted fees are exclusive of applicable federal, state, or local taxes, including sales tax, use tax, and any similar levies, unless otherwise stated. Where applicable, taxes will be added to invoices and are the sole responsibility of the Client. Clients located in jurisdictions that require tax withholding are responsible for compliance with their local tax obligations.
Travel expenses, accommodation, equipment rental, location fees, permit costs, and other out-of-pocket expenses incurred in connection with a project will be billed to the Client in addition to the Project Fee, and will be agreed upon in writing prior to being incurred.
8. Cancellation Policy
The following cancellation terms apply to all confirmed bookings:
The twenty percent (20%) non-refundable Retainer is retained by the Company in all circumstances upon cancellation, regardless of the reason or timing of cancellation.
An additional cancellation fee of ten percent (10%) of the total Project Fee is due upon cancellation. If not already covered by funds paid, an invoice for this amount will be issued and must be settled within seven (7) business days.
Any amounts paid in excess of the Retainer and cancellation fee will be refunded to the Client within fourteen (14) business days of written cancellation notice.
All cancellation requests must be submitted in writing to legal@thedarkpoet.studio and are effective from the date of receipt by the Company.
9. Rescheduling Policy
Clients wishing to reschedule a confirmed booking must submit a written rescheduling request at least forty-eight (48) hours prior to the scheduled Session. One (1) complimentary reschedule per booking is permitted, subject to the Company's availability. The non-refundable Retainer is transferable to the rescheduled Session provided the new date is within six (6) months of the original booking date. Subsequent rescheduling requests, or rescheduling outside the six-month window, may incur an administrative fee and may, at the Company's discretion, be treated as a cancellation.
10. Cancellation by the Company
In the event that the Company must cancel a confirmed booking due to illness, injury, emergency, equipment failure, or circumstances beyond its reasonable control, the Company will: (a) notify the Client as promptly as practicable; (b) offer a full rescheduling at no additional cost; and (c) if rescheduling is not possible or acceptable to the Client, refund all payments made by the Client, including the Retainer, within fourteen (14) business days. The Company's liability in such circumstances shall be limited to a refund of amounts paid and shall not extend to any consequential, incidental, or indirect losses incurred by the Client.
11. Delivery of Deliverables
Upon completion of Services and receipt of full payment, the Company will deliver agreed Deliverables in the format and within the timeframe specified in the Booking Confirmation. Unless otherwise agreed in writing:
Digital Deliverables will be delivered via secure electronic file transfer (such as cloud-based sharing links).
The Client is responsible for downloading and retaining all digital files. The Company is not obligated to store Deliverables indefinitely following delivery and may delete files from its servers after sixty (60) days of delivery.
For physical products (when e-commerce is launched): shipping is at the Client's expense and risk. Risk of loss passes to the Client upon handover to the shipping carrier.
12. Intellectual Property Rights
All Works produced by The Dark Poet Studio are and shall remain the exclusive intellectual property of the Company, protected under the United States Copyright Act (17 U.S.C. § 101 et seq.) and applicable international copyright law. Upon receipt of full payment, the Company grants the Client a limited, non-exclusive, non-transferable license to use the delivered Works for personal or specified commercial purposes as agreed in the Booking Confirmation. The Company retains the right to display all Works in its portfolio, website, and marketing materials unless written confidentiality has been requested prior to the Session. Please refer to the Company's Copyright and Intellectual Property Policy for full details.
13. Client Content and Representations
Where the Client provides materials, assets, content, or direction to the Company for incorporation into the Services, the Client represents and warrants that: (a) the Client owns or has all necessary rights and licenses to such materials; (b) the use of such materials by the Company in providing the Services will not infringe the intellectual property rights of any third party; and (c) such materials do not contain content that is unlawful, defamatory, obscene, or otherwise objectionable. The Client indemnifies the Company against any claim arising from a breach of these representations.
14. Model and Property Releases
By engaging the Company's Services, the Client warrants that all individuals whose likenesses will be captured have provided valid, informed consent for their image to be used in connection with the agreed scope of the project. The Client is responsible for obtaining and retaining all necessary model releases, location permits, and property releases. The Client agrees to indemnify and hold harmless the Company from any claims arising from the use of images or videos containing the likeness of any person who has not provided appropriate consent.
15. Confidentiality
Each party agrees to keep confidential any non-public information received from the other party in connection with the Services that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information"). Neither party shall disclose Confidential Information to any third party without prior written consent, except as required by law. This obligation of confidentiality survives the termination of this Agreement.
For the avoidance of doubt, the Client's project briefs, business information, and personal data shared with the Company are treated as confidential. The Company's pricing structures, creative methodologies, and unreleased Works are confidential to the Company.
16. Limitation of Liability
To the fullest extent permitted by applicable law:
The Company's total liability for any claim arising out of or relating to the Services shall not exceed the total Project Fee paid by the Client for the specific project giving rise to the claim.
The Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, or loss of business opportunity, even if advised of the possibility of such damages.
The Company is not liable for equipment malfunction, technical issues, Acts of God, or acts of third parties beyond its reasonable control.
The Company does not guarantee specific artistic outcomes; creative results are inherently subjective.
17. Indemnification
The Client agrees to indemnify, defend, and hold harmless The Dark Poet Studio, its owners, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Client's breach of these Terms; (b) the Client's use of Deliverables in a manner inconsistent with the license granted; (c) claims by third parties relating to the Client's content or instructions; (d) violation of any third party's intellectual property or privacy rights; or (e) the Client's violation of any applicable law or regulation.
18. Warranties and Disclaimers
The Company warrants that it will perform the Services with reasonable professional skill and care. The Company does not warrant that its website will be uninterrupted, error-free, or free of viruses or other harmful components. The website and all Content are provided on an "as is" and "as available" basis without any warranties of any kind, express or implied, to the fullest extent permissible under applicable law.
19. Force Majeure
Neither party shall be in breach of these Terms nor liable for delay in performing or failure to perform any of its obligations under this Agreement if such delay or failure results from circumstances beyond its reasonable control, including but not limited to: natural disasters, pandemic or epidemic, acts of government or regulatory authority, civil unrest, strikes, terrorism, fire, flood, extreme weather conditions, or failures of telecommunications or internet services. The party affected by such circumstances shall notify the other party as soon as reasonably practicable and shall use reasonable efforts to mitigate the effect of the force majeure event.
20. Privacy and Data Protection
The Company collects and processes personal information in accordance with its Privacy Policy, available at www.thedarkpoet.studio. By engaging the Company's Services, the Client acknowledges and consents to such collection and processing as described in the Privacy Policy. The Company complies with applicable privacy laws including the California Consumer Privacy Act (CCPA/CPRA) and, where applicable, the General Data Protection Regulation (GDPR).
21. Electronic Communications and Notices
By providing your email address to the Company, you consent to receive electronic communications from us in connection with the Services. Notices given under these Terms must be in writing and may be delivered by email to the addresses provided at the time of booking. Notices sent by email shall be deemed received upon confirmation of delivery. The Company's primary contact for legal notices is: legal@thedarkpoet.studio.
22. Modifications to These Terms
The Company reserves the right to modify these Terms at any time. Changes will be effective upon posting to the Company's website with an updated Effective Date. It is your responsibility to review these Terms periodically. Your continued use of our website or Services following the posting of changes constitutes your acceptance of the revised Terms. Material changes affecting existing confirmed bookings will not apply retroactively without written agreement.
23. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the United States of America and the State of California, without regard to conflict of law principles. Any dispute, claim, or controversy arising out of or relating to these Terms shall first be subject to good-faith negotiation between the parties for a period of thirty (30) days. If unresolved, the dispute shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association, with proceedings conducted in California. Judgment on any arbitral award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent irreparable harm. California residents retain all rights available under California law, and nothing in this Section limits those rights.
24. Severability and Waiver
If any provision of these Terms is found to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect without impairment. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of the waiving party.
25. Entire Agreement and Contact Information
These Terms, together with the Booking Confirmation, Privacy Policy, Cookie Policy, Refund and Cancellation Policy, and Copyright and Intellectual Property Policy, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations, warranties, and understandings of any kind, whether oral or written, between the parties relating to the Services.
For any questions regarding this policy, please contact us at: legal@thedarkpoet.studio or through the contact form at www.thedarkpoet.studio.