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1. Definitions and Interpretation

1.1 In these Terms and Conditions, the following expressions shall have the following meanings:
Agreement: the written email communication agreed between the parties incorporating these Terms and Conditions. 
Consumer: the Consumer purchasing Services from Penumbra Editing Ltd as specified on the written email communication.
Digital content: data which are produced and supplied in digital form.  
Penumbra Editing Ltd Ltd: 141 – 143 High Street, Hampton Hill, Hampton, TW12 1NJ
Written email communication: the email document specifying the details to be performed by Penumbra Editing Ltd for the Consumer along with the charges.
Project / Product: the digital works as specified on the written email communication. 
Project Price: the payment due for the Services and any other fees, charges, costs or expenses arising under an Agreement.
Services: the services to be provided by Penumbra Editing Ltd as described in the written email communication relating to the Project.
Terms and Conditions: these terms and conditions as set out in clauses 1 to 14 (inclusive).

2. Terms and Conditions and written email communications

2.1 This website is owned and operated by Penumbra Editing Ltd. These Terms set forth the terms and conditions under which you may use our website and services as offered by us. This website offers visitors our editing services using your footage that has been sent to ourselves.  
By accessing or using the website of our service, you approve that you have read, understood, and agree to be bound by these Terms.

2.2 Following discussion between the parties Penumbra Editing Ltd may, at its discretion, produce a written email communication and send the same to the potential client.  An email from the Consumer and/or return of the written email communication constitutes an offer by the Consumer to purchase the Services on these Terms and Conditions and Penumbra’s email acknowledgment of the written email communication shall establish a contract for the supply of the Services on these Terms and Conditions.

2.3 No addition to, variation of, exclusion or attempted exclusion of any provision of a written email communication shall be binding on Penumbra Editing Ltd unless signed in writing by a duly authorized representative of Penumbra Editing Ltd.  These Terms and Conditions will be incorporated into each written email communication, to the exclusion of any other terms or conditions implied by law, trade custom, practice or course of dealing or any other standard terms and conditions.

2.4 Penumbra Editing Ltd allows for three revisions of the product before a new written email communication is required.  In the event Penumbra Editing Ltd agrees more than one written email communication with the same Business client, then each written email communication constitutes a separate agreement.

2.5 If there is any conflict or inconsistency between any provision of these Terms and Conditions and an written email communication, then the provisions of these Terms and Conditions shall prevail unless specifically stated in writing on the relevant written email communication with reference to this clause



3. The Services

3.1 In order to use our website and/or receive our services, you must be at least eighteen years of age, or of the legal age of majority in your jurisdiction, and possess the legal authority, right and freedom to enter into these Terms as a binding agreement. You are not allowed to use this website and/or receive services if doing so is prohibited in your country or under any law or regulation applicable to you.


3.2 When buying an item, you agree that: (i) you are responsible for reading the full item listing before making a commitment to buy it: (ii) you enter into a legally binding contract to purchase our service/product when you commit to buy a service/product and you complete the check-out payment process.

3.3 The prices we charge for using our services / for our products are listed on the website. We reserve the right to change our prices for products displayed at any time, and to correct pricing errors that may inadvertently occur. Additional information about pricing and sales tax is available on the payments page.

3.4 In consideration of payment to Penumbra Editing Ltd of the Project Price, the Consumer engages Penumbra Editing Ltd, and Penumbra Editing Ltd agrees, to perform the Services.  

3.5 Penumbra Editing Ltd may subcontract or delegate to a third party the performance of the Services without the prior written email consent of the Consumer.  Penumbra Editing Ltd will retain management of such subcontractors or third parties and is otherwise responsible for their conduct, the performance of the Services and production of the Digital content.  

3.6 The parties agree to consult in good faith with each other over the creative and artistic direction of the Project.  Penumbra Editing Ltd has no obligation to use all of the footage sent from the Consumer but will use its best endeavours to capture all requested and agreed footage.

3.7 The Consumer accepts and acknowledges that Penumbra Editing Ltd’s performance of the Services depends on the full and timely co-operation of the Consumer.  If Penumbra Editing Ltd’s performance of its obligations under an Agreement is prevented or delayed by any act or omission of the Consumer, Penumbra Editing Ltd shall not be liable for any costs, charges or losses sustained or incurred by the Consumer that arise directly or indirectly from such prevention or delay.  The Consumer shall be liable to pay to Penumbra Editing Ltd, on demand, all reasonable costs, charges or losses sustained or incurred by Penumbra Editing Ltd that arise directly or indirectly from the Consumer negligence or failure to perform or delay in the performance of any of its obligations under an Agreement.

3.8 To the maximum extent permitted by applicable law, in no event shall Penumbra Editing Ltd, be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation, damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the service.

3.9 The Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music and all Intellectual Property Rights related thereto, are the exclusive property of Penumbra Editing Ltd. Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works thereof.


4. Post Production and Digital content

4.1 Penumbra Editing Ltd shall deliver the Digital content to the Consumer on completion of the post production activity and payment of any outstanding element of the Project Price in accordance with clause 11.4.  The Consumer shall confirm either its acceptance or non-acceptance of the Watermarked product with reasons in writing within fourteen (14) days of receipt.  If Penumbra Editing Ltd does not receive notice of such acceptance or non-acceptance within that period, the Consumer will be deemed to have accepted the Watermarked product.

4.2 If the Consumer declines to accept any of the Watermarked product, Penumbra Editing Ltd will then have thirty (30) days in which to make all necessary changes to them, in consultation with the Consumer. Penumbra Editing Ltd will then submit to the Consumer the revised product or replaced products and the provisions of clause 4.1 and this clause 4.2 will apply again save that any further request for amendment by the Consumer after the third revision shall be subject to charge by Penumbra Editing Ltd to cover reasonable costs incurred as a result of the further amendments. All requests for amendments must be made in writing, via e-mail.

4.3 The Consumer agrees that Penumbra Editing Ltd is not liable for any perceived deficiencies in the final products caused by actual or perceived deficiencies or imperfections in the physical attributes, facial expressions, wardrobe or performances of family members, friend members, artists, performers, customers, employees or extras selected, hired or brought to the Product by the Consumer. The Consumer is liable for any additional costs incurred by re-shooting or additional shooting caused by the actions of such family members, friend members, artists, performers, customers, employees or extras.

4.4 Penumbra Editing Ltd will make the product available to the Consumer for download on the One Drive platform (or such other platform as Penumbra Editing Ltd may select from time to time) for a period of 7 days from completion of the post production activity.

4.5 Once the Consumer is satisfied with the product or does not want to progress further than the three revisions specified, Penumbra Editing Ltd will make the product available to the Consumer for download on the One Drive platform (or such other platform as Penumbra Editing Ltd may select from time to time) without the Watermark for a period of 7 days from completion of the post production activity.  Should the link have expired after the agreed 7 days but the Consumer has not had a chance to download the product, then the Consumer can email Penumbra Editing Ltd to request the link be re-established for a further mutually agreed period.



5. Changes, Cancellation Fees and Postponement Charges

5.1 The parties agree and acknowledge that a Project is a creative and artistic activity and the Consumer may request changes or additions to the Services as per the agreement in clause 2.4  Penumbra Editing Ltd will use reasonable endeavours to comply with such requests and the Consumer shall reimburse Penumbra Editing Ltd for any associated changes to the Project Price (an “Approved Overage”).  The parties will reduce variations to the Services and Approved Overages to writing, including by exchange of email, whereupon the Approved Overage shall form part of the Project Price.

5.2 In the event Services are cancelled, postponed or rescheduled on the Consumer’s request after fourteen (14) days, the Consumer shall reimburse Penumbra Editing Ltd in full for all costs and expenses that Penumbra Editing Ltd suffers or incurs.  The Consumer also acknowledges a request to postpone or reschedule a Project may also result in additional Approved Overages and a change in the Project Price. 

5.3 Penumbra Editing Ltd reserves the right to postpone, extend or reschedule a Project on written email notice to the Consumer, provided the original Project Price is not affected. 

5.4 We may, without prior notice, change the services; stop providing the services or any features of the services we offer; or create limits for the services. We may permanently or temporarily terminate or suspend access to the services without notice and liability for any reason, or for no reason.


6. Return and refund policy

6.1 If you change your mind about needing this digital product before you have received the completed digital product and within fourteen (14) days, then you are entitled to receive a full refund based upon the original payment method.
6.2 For a digital product that you deem to be unsatisfactory you can ask for this to be repaired or replaced within 30 days.  This must be attempted in the first instance, if this isn’t possible, or is unsuccessful, you have the right to receive a price reduction up to 100% of the cost of the digital content.


7. Termination

7.1 Either party may terminate an Agreement with immediate effect by giving written email notice to the other if:
7.1.1 the other party commits a material breach of any term of an Agreement which is incapable or remedy or (if such breach is capable of remedy) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or
7.1.2 an order is made or a resolution is passed for the winding-up of either party, or an administrator/receiver/administrative receiver is appointed in relation to the assets of either party, or either party enters into an arrangement, whether formal or informal, with its creditors.

7.2 Any provision of an Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.

7.3 Upon termination (or expiry) of an Agreement for any reason:7.3.1 the Consumer shall immediately pay to Penumbra Editing Ltd all of Penumbra Editing Ltd’s outstanding unpaid invoices and interest and, in respect of Services which have been performed but for which no invoice has been submitted, Penumbra Editing Ltd may submit an invoice, which shall be payable immediately on receipt; and 
7.3.2 subject as otherwise provided herein and to any rights, obligations or liabilities which have accrued prior to termination, neither party shall have any further obligation to the other under the Agreement. 

7.4 We may permanently or temporarily terminate or suspend your access to the service without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms or any applicable law or regulations. You may discontinue use and request to cancel your account and/or any services at any time


8. Limitation of Liability

8.1 The following provisions set out the entire financial liability of Penumbra Editing Ltd (including without limitation any liability for the acts or omissions of and sub-contractors) to the Consumer in respect of:
8.1.1 any breach of an Agreement howsoever arising;
8.1.2 any use made by the Consumer of the Services, the Digital content or any part of them; and
8.1.3 any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with an Agreement.

8.2 Subject to Clause 8.5 below, Penumbra’s total aggregate liability to the Consumer in connection with an Agreement shall be limited to the amount payable as the Project Price.

8.3 Subject to Clause 8.5, neither party shall, in any event, be liable or responsible to the other for any:
8.3.1 loss of documentation, loss or corruption of data, loss of profits or of contracts, remedial costs, loss of operation or staff time, costs of obtaining substitute products or services and loss of goodwill or anticipated savings (in each case whether direct or indirect); or
8.3.2 any indirect, incidental, special or consequential loss, damage, cost or expense of any kind whatsoever; and in each case howsoever caused and even if it has been advised of the possibility of such loss.

8.4 The express warranties given in an Agreement are in lieu of all warranties, conditions, terms, representations, undertakings and obligations (express or implied) imposed by statute, common law or otherwise all of which are hereby excluded to the maximum extent permitted by law.

8.5 The above exclusions and limitations shall apply to the fullest extent permissible at law but neither party excludes or limits liability for death or personal injury caused by its negligence for which it is responsible, or for fraud.

8.6 You agree to indemnify and hold Penumbra Editing Ltd harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against them by any third party due to, or arising out of, or in connection with your use of the website or any of the services offered on the website.

8.7 To the maximum extent permitted by applicable law, Penumbra Editing Ltd assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our service; and (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein.


9. Confidentiality and Publicity

9.1 Each party undertakes that it will not at any time hereafter use, divulge or communicate to any person, except to its professional representatives or advisers or as may be required by law, or any legal or regulatory authority, any confidential information concerning the business or affairs of the other party (or of any member of the group of companies to which the other party belongs) which may have (or may in future) come to its knowledge and each of the parties shall use its reasonable endeavours to prevent the publication or disclosure of any confidential information concerning such matters.

9.2 The obligations in clause 8.1 shall continue to apply notwithstanding termination or expiry of an Agreement, but shall not apply to any confidential information that comes into the public domain other than through a breach of an Agreement.

9.3 The Consumer agrees its name may to be added to Penumbra Editing Ltd’s client list, and for Penumbra Editing Ltd to refer to the Consumer as a client and user of Penumbra Editing Ltd’s services in its marketing and public relations materials. The Consumer agrees Penumbra Editing Ltd may use the Digital content or images or extracts from the Digital content or other photographs and audio-visual material created at the Project for its own promotional use in internal and client and prospective client presentations, showreels and on Penumbra Editing Ltd’s website.


10. Intellectual Property

10.1 Upon full payment of the Project Price, Penumbra Editing Ltd hereby grants the Consumer a perpetual, worldwide, royalty free, non-transferrable license to use all intellectual property rights belonging to Penumbra Editing Ltd and comprised in the Digital content for the purposes of promoting the Consumer through the Consumer’s website, local or national advertising campaigns, press releases, advertisements in publications, internal documents, and social media websites.  

10.2 The Consumer acknowledges the license grant in clause 10.1 does not allow the Consumer to use the Digital content for promotional activity on behalf of, in combination with, or for the benefit of any third party.  Any such use is subject to the prior written email approval of Penumbra Editing Ltd and may be subject to additional charge.

10.3 The Consumer acknowledges the Digital content may include components that are owned by third parties (for

instance stock footage or music) and use of such components will be subject to and governed by the applicable third-party licensing terms.

10.4 You recognize and agree that by uploading any content (including, but not limited to designs, images, animations, videos, audio files, fonts, logos, illustrations, compositions, artworks, interfaces, text and literary works) through any means to the website, you confirm that you own all the relevant rights or received the appropriate license to upload/transfer/send the content. You agree and consent that the uploaded/transferred content may be publicly displayed at the website.

10.5 The Consumer agrees to credit the Penumbra Editing Ltd as ‘Penumbra Editing Ltd’ in all videos, videography and post-production services wherever asked or appropriate to do so.


11. Price and payment
11.1 In consideration of the provision of the Services the Consumer must pay the Project Price without deduction or set off and in accordance with the terms of the written email communication and these Terms and Conditions.  

11.2 Upon execution of an Agreement, payment obligations are non-cancellable and the Consumer shall make a non-refundable full payment to Penumbra Editing Ltd of the amount specified on the written email communication in accordance with the time period specified on the written email communication.  Penumbra Editing Ltd reserves the right at its sole discretion not to commence performance of, or begin any preparations to perform, the Services until the Consumer has made the full payment.  The Consumer acknowledges any failure to make the full payment may negatively affect the timing and performance of the Services and may lead to an increase to the Project Price.

11.3 The Consumer shall pay each invoice submitted to it by Penumbra Editing Ltd, in full and in cleared funds, in accordance with the payment terms specified on a written email communication.  All Project Price and other fees are exclusive of Value Added Tax and other sales taxes, which will be added at the appropriate rate.  The Consumer shall make all payments under an Agreement without withholding or deduction of, or in respect of, any tax, levy, impost, duty, charge or fee unless required by law. If any such withholding or deduction is required, the Consumer shall pay to Penumbra Editing Ltd such additional amount as will ensure that Penumbra Editing Ltd receives the same total amount that it would have received if no such withholding or deduction had been required.

11.4 Without prejudice to any other right or remedy that it may have, if the Consumer fails to pay any sum to Penumbra on the due date:
11.4.1 the Consumer shall pay interest on the overdue amount at the rate of 2.5% per month. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Consumer shall pay the interest together with the overdue amount; 
11.4.2 Penumbra Editing Ltd may not supply any Deliverable Material; and
11.4.3 Penumbra Editing Ltd may suspend all Services until payment has been made in full.


12. Force Majeure
12.1 Neither party shall be liable for any delay in performing any of its obligations hereunder if such delay is caused by circumstances beyond the reasonable control of the party so delaying and such party shall be entitled to a reasonable extension of time for the performance of such obligations.  If the affected party has been prevented from performing its obligations under an Agreement for a period of 60 days (or such other period agreed between the parties in writing), then either party may terminate an Agreement immediately by providing notice to the other party. 


13. Promotional emails and content
13.1 You agree to receive from time to time promotional messages and materials from us, by mail, email or any other contact form you may provide us with (including your phone number for calls or text messages). If you don't want to receive such promotional materials or notices – please just notify us at any time. 


14. General
14.1 Any variation or amendment of these Terms and Conditions must be in writing, referenced to the Terms and Conditions, and signed by an authorised representative of both parties.

14.2 The Consumer may not assign, transfer, charge or deal in any other manner with an Agreement, without the prior written email consent of Penumbra Editing Ltd.

14.3 If any party fails to rely on its rights under an Agreement or otherwise, that shall not prevent it from relying on those (or similar) rights in the future.

14.4 The provisions of an Agreement, and the rights and remedies of the parties under it are cumulative and are without prejudice and in addition to any rights or remedies a party may have at law or in equity.  No exercise by a party of any one right or remedy under an Agreement, or at law or in equity, shall (save to the extent, if any, provided expressly in an Agreement, or at law or in equity) operate so as to hinder or prevent the exercise by it of any other such right or remedy.

14.5 Nothing in an Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

14.6 If any provision of an Agreement is found by a court or other competent authority to be void or unenforceable that provision shall be deemed to be deleted from an Agreement and the remaining provisions of an Agreement shall continue in full force and effect.

14.7 Each Agreement (including the documents and instruments referred to in it) supersedes all prior representations, arrangements, understandings and agreements between the parties relating to its subject matter.  Each party acknowledges that it has not relied on any representation, arrangement, understanding or agreement (whether written email or oral) not expressly set out or referred to in an Agreement.

14.8 Any notice given under an Agreement shall be in writing and shall be delivered by email to the email address advised by each party to the other from time to time for this purpose, or sent by pre-paid registered post or airmail by a recognised mail carrier (return receipt requested).  In the case of email, the notice shall be deemed to have been delivered on acknowledgement by the recipient.  In the case of post, the notice shall be deemed to effective one business day after the date on proof of delivery.

14.9 An Agreement is not intended to convey a benefit on any person not a party to it and accordingly the provisions of the Contracts (Rights of Third Parties) Act 1999 are excluded.

14.10 An Agreement shall be governed by the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English Courts.

14.11 We reserve the right to modify these terms from time to time at our sole discretion.  Therefore, you should review these page periodically. When we change the Terms in a material manner, we will notify you that material changes have been made to the Terms.
Your continued use of the Website or our service after any such change constitutes your acceptance of the new Terms. If you do not agree to any of these terms or any future version of the Terms, do not use or access (or continue to access) the website or the service.


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