Updated 8 July 2026

In Plain English

This is basically what the big legal version says, but shorter and easier to understand.

Between us, ReplicaSoul (a brand of Cerne Studios), and you, the client.

We will always do our best to fulfil your needs and meet your goals, but sometimes it is best to have a few things written down so we both know what is what, who should do what, and what happens if something goes wrong. We have no desire to trick you into signing something you might later regret. We do want what is best for the safety of both parties, now and in the future.

In short

You and your company are hiring us, Cerne Studios trading as ReplicaSoul, located at 166 Brighton Ave, Campsie 2194, to produce the deliverables for the estimated total price outlined in our proposal. There is a bit more to it, but we will get to that.

What do both parties agree to do?

As our customer, you have the power and ability to enter into this contract on behalf of your company or organisation. You agree to provide us with everything we need to complete the project, including text, images and other information, as and when we need it and in the format we ask for.

You agree to review our work and provide feedback and approval in a timely manner. Deadlines work two ways, and you will also be bound by any dates we set together. You also agree to stick to the payment schedule set out in your proposal.

We have the experience and ability to perform the services you need, and we will carry them out in a professional and timely manner. Along the way we will endeavour to meet all deadlines set, but we cannot be responsible for a missed launch date or deadline if you have been late supplying materials or have not approved or signed off our work on time. We will also maintain the confidentiality of any information you give us.

You are granted a specified number of pre-production and post-production revisions. Please check your proposal for these revision round numbers. Additional rounds of major and minor revisions are billed at $150 per hour, with a minimum charge of $150. Revisions will only be received from your organisation's one key point of contact.

If multiple stakeholders are involved in giving feedback, it is up to your organisation's one key point of contact to collate the feedback and enter it into our review system.

The reason is that we cannot guarantee project completion and avoid budget overrun if this is not strictly followed. Our goal is to deliver your project on time and within budget. We can do this if the brief is signed off and we stick to it throughout the agreed schedule.

Just like a parking ticket, you cannot transfer this contract to anyone else without our permission.

Authorising this project requires a signature at the end of your proposal.

If your project involves AI-generated content, including a generated face, voice, or likeness, you confirm you have permission to use the likeness of any real person involved, and you understand that AI results may not be an exact match. The detail is in clause 10.1.

The Big Legal Version

Between the "Producer", Cerne Studios trading as ReplicaSoul, and you or your company, the "Client".

1. Term

The work provided by the Producer will start and end on the target production timeline dates set out in "The Plan" section of your proposal. It is agreed that this schedule is subject to change from time to time with the mutual consent of the Parties.

Once finalised, the production timeline serves as both the primary timeline and milestones guideline for the Project. Both Parties agree to stick to the project dates and the revision period listed within the proposal to the best of their abilities, and understand that failure to do so will result in project delays and additional fees.

2. Roles and Responsibilities

We agree to use our best efforts to fulfil and exceed your expectations on the deliverables listed in your proposal. You agree to aid us by making available the required information about your business and to cooperate with us in expediting the work.

Producer will:

• Produce and supply the deliverables as outlined in the proposal.

Client will:

• Provide everything we need to complete the project, including text, images and other information, as and when we need it and in the format we ask for. We require any brand guidelines in writing prior to production so we have time to ensure accuracy.
• Review our work and provide feedback and approval within the agreed timelines. Deadlines work two ways, and you will also be bound by any dates we set together.
• Stick to the payment schedule set out in your proposal.
• Source any talent and liaise with businesses featured within the video.

3. Fees and Payment

The total cost to the Client for completion of the Project is included in your proposal, excluding any additional expenses.

Unless otherwise specified in your proposal, the Client shall pay the Producer using one of the following payment options:

Option 1: Pay in Full. 100% of the project total is paid upon signing the proposal.

Option 2 (Standard): 50/50 Split.

1. The first payment, 50% of the project total (the "Deposit"), is paid upon signing the proposal.
2. The final payment, 50% of the project total, is paid prior to the final payment date listed in your proposal.

Option 3: Four Installments (+20% fee).

1. First payment: 25% of the project total (the "Deposit") upon signing the proposal.
2. Second payment: 25% on shoot day.
3. Third payment: 25% on project completion.
4. Fourth payment: 25% one month after delivery.

A 20% fee applies to the total production cost when using this payment option.

4. Refunds

Due to the nature of production scheduling and resource allocation, the deposit payment is non-refundable. If the project is terminated in accordance with clause 13, any funds already paid by the Client that exceed the amount of work completed will be refunded.

5. Expenses

The Producer will pay for all Project expenses related to each stage of production.

If not included in the proposal, the Client will pay for all Project expenses related to talent expenses and location expenses.

From time to time the Producer may determine that an expense not covered under this Agreement is necessary for the betterment of the Project. The Producer agrees to provide the Client with a detailed written request for additional funds, why it is necessary, and how not paying for it may materially affect the quality of the Project. The Client is responsible for approving or denying the additional expense in writing and acknowledges how it may affect the overall project.

5.1 Additional Expenses and Delays

Functionality or feature requests above and beyond those listed in the concept or script may be considered out of scope, and an amendment to the budget will be recommended. Projects that go dormant for longer than 30 days will incur a minimum fee of $1,200 ex GST to resume work, at the discretion of ReplicaSoul.

6. Project Scope

At each stage of production we require written sign-off from your one key point of contact listed in your proposal. We politely insist on consolidated feedback at all stages.

If you want to change your mind, add extra elements or music, or add new shooting days, that will not be a problem. However, you will be charged accordingly, and these additional costs must be agreed before the extra work commences. This additional work will affect deadlines, which will be moved accordingly. We will be upfront about all of this if and when it happens, and make sure we are all on the same page before proceeding.

6.1 Re-shoots

If a re-shoot is deemed necessary by the Client for any reason, the Producer will advise the Client of the expenses incurred as a result, and they will be added to the next project invoice following the re-shoot.

6.2 Shooting Cancellation Fee

We will do our best, time permitting, to send shoot reminder emails 14 days and 7 days before a scheduled shoot day.

Due to the lead time required in booking resources for shoot days, cancellations incur the following fees:

• 7 or more days before shoot: deposit forfeited, no additional fees.
• 3 to 7 days before shoot: 50% of total project fee.
• Less than 2 business days before shoot: 100% of total project fee.

These fees reflect the resources already committed and opportunities lost due to late cancellations. Variables that may increase cancellation fees include, but are not limited to, external contractors, location booking fees, talent, travel expenses and catering.

7. Approval and Revisions

The prices in the "Your Investment" section of your proposal are based on the amount of work we estimate we will need to accomplish everything you have told us you want to achieve. This means that if you would like us to do more work than we quoted for, it will cost more. This can sometimes be the case during the approval and revision period.

The Client is granted two rounds of minor revisions as part of post-production. Additional rounds are billed at $150 per hour, with a minimum charge of $150. Revisions are only given from the Client's one key point of contact listed in your proposal. If multiple stakeholders are involved in giving feedback, it is up to the Client's one key point of contact to collate the feedback and enter it into our review system. Our goal is to deliver your project on time and within budget.

Revision rounds must be delivered to the Producer within the revision period listed in your proposal. If no feedback or communication is given within 2 weeks of the project being sent for revisions, the Project is deemed approved by the Client.

Minor revisions are defined as any adjustments that do not significantly affect the narrative or story, such as audio levels, colour balance, minor rearrangements, and the removal, edit or addition of footage.

We also ask you to put revision feedback in writing via our video review tool so we can keep track of changes. If the nature or functions of the project change significantly throughout the process, we reserve the right to deem the current project cancelled. At that point you will pay us in full for all work completed and may commission us to complete the new project based on the new requirements. This will require a new proposal.

8. ReplicaSoul Project Storage Service

Unless otherwise specified in your proposal, we are under no obligation to archive your project. Your project and all associated files will be deleted within 2 weeks of the completion of the project.

Raw footage is available as a $600 add-on, unless otherwise specified in your proposal. This includes all raw clips from the shoot, delivered via an online download link or transferred to an SSD you supply. We can also supply the hard drive and shipping at extra cost.

9. Ownership and Copyright

The Project and all final materials created as a direct result of this Agreement and specifically mentioned in it become the legal property of the Client upon completion of work and payment in full of the Final Budget by the Client. Where the Project includes AI-generated content, ownership of that content is also subject to clause 10.1.

Once the project is completed and the balance of the Final Budget is paid, the Client assigns all rights in and to the Project to the Producer for use in live in-person presentations and web promotional use.

You guarantee that any elements of text, graphics, photos, designs, trademarks or other artwork you provide for inclusion in the video are either owned by you or that you have permission to use them. We will give you a copy of the final video or videos but not the elements used to create it. You should store them safely, as we are not required to keep them or provide any native source files beyond 2 weeks of this agreement.

You also own the text content, photographs and other data you provided, unless someone else owns them.

We love to show our work and share what we have learned, so we reserve the right to display and link to your completed project as part of our portfolio, and to write or talk about the project on any platform or format.

10. Rights Period and Use Restrictions

The Client acknowledges that, due to third party agreements relating to the production of the Project, there may be limits to the time the Project is permitted to be publicly exploited.

These limits are imposed due to the Rights Period and Permitted Media limitations in acting or voice-over agreements for the talent appearing in the Project, stock music licensing for the music used, and stock footage licensing for the footage used, and any limits on the use of AI-generated content, synthetic likeness, or voice arising from third-party AI platform terms or from releases provided by individuals whose likeness is used. All of these limitations will be outlined in the Performer's Deal Memo, Music Use Licenses and Footage Licenses provided to the Client prior to inclusion in the Project.

10.1 AI-Generated Content and Likeness

Some or all of the Project may be created using artificial intelligence tools, including generated or synthetic imagery, video, voice, and likeness. The following applies to any AI-generated content.

• Client warranties. The Client warrants that it has obtained all necessary rights, consents, and releases for any real person whose face, voice, or likeness is scanned, supplied, or reproduced in the Project, and for any images, footage, audio, or other material the Client provides for training or generation. The Client indemnifies the Producer against any claim arising from a lack of these rights or consents.
• Third-party AI platforms. AI-generated content is produced using third-party AI tools and platforms. Outputs are subject to the terms and licensing of those platforms, and the Producer does not control and cannot guarantee their continued availability.
• Ownership. Ownership of AI-generated outputs transfers to the Client on payment in full, to the extent such rights are capable of being owned and assigned. The Client acknowledges that AI-generated material may not be unique, may resemble other outputs, and may not attract the same copyright protection as originally filmed material.
• Resemblance and accuracy. The Producer does not guarantee an exact likeness, voice match, or factual accuracy in AI-generated content. Generated material may contain artefacts, inaccuracies, or unintended resemblances.
• Disclosure. The Client is responsible for any disclosure or labelling of AI-generated or synthetic content required by the platforms it publishes on or by applicable law.
• Permitted use. AI-generated likeness and voice may only be used for the deliverables and purposes set out in the proposal. Any further or altered use requires a new agreement.

11. Confidentiality

During the course of this Agreement, the Parties may disclose to each other certain information that is confidential. Provided the disclosing Party informs the other that the information is Confidential Information, each Party will hold the other's Confidential Information in confidence, will not disclose it to other parties, and will only use it for the purposes of this Project.

12. Accuracy of Content

The Project is based on the information provided to the Producer by the Client. The Producer cannot guarantee the accuracy of this information. It is understood that the Client is responsible for all Project content provided by the Client.

We cannot guarantee that the completed video will always be error-free, so we require your sign-off at predetermined stages up to and including final delivery. We cannot be liable to you or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the video, even if you have advised us of the possibility of such damages.

If any provision of this agreement is unlawful, void or unenforceable for any reason, that provision is deemed severable from this agreement and does not affect the validity and enforceability of any remaining provisions.

13. Termination of Agreement

This Agreement may be terminated by either Party by giving the other Party fourteen (14) calendar days prior written notice. In the event of a material breach of this Agreement by either Party, the non-breaching Party may terminate this Agreement immediately upon giving written notice to the breaching Party.

Immediately upon termination, the Producer will cease performing its obligations. Within seven (7) days of the termination, the Client will pay the Producer fees for all work performed prior to the date of termination at a rate of $150 Australian Dollars per hour, less any amount previously paid.

14. Entire Agreement

The Agreement constitutes the entire Agreement of the Parties. Amendments may be made by written agreement of both parties. You cannot transfer this contract to anyone else without our permission. This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts remain in place.

15. Mediation

Any claim or controversy arising out of the Agreement will be referred, at the request of either Party, to a Mediator. If the dispute is not first settled through Mediation, the Parties will be bound to enter into Arbitration in the City of Sydney, New South Wales. Both Parties agree to be bound by the decision of the arbitrator.

16. Governing Law

This Agreement will be governed by and construed in accordance with Australian laws.

Let's bring your concept to reality. Get in touch.

Draft adapted from the Cerne Studios Terms. ReplicaSoul is operated by Cerne Studios. Confirm business address and have a legal professional review before publishing.

How ReplicaSoul collects, uses, and protects your personal information. Aligned with the Australian Privacy Principles under the Privacy Act 1988 (Cth).

Last updated: 8 July 2026

Effective date: 8 July 2026

Who We Are

ReplicaSoul ("we", "us", "our") is an AI-driven video and content studio based in Sydney, Australia, and part of the Cerne Group. This policy explains how we handle personal information collected through our website (replicasoul.com), our enquiry forms, and the course of our work.

Information We Collect

We only collect information we need to work with you. This may include:

• Name, email address, and phone number
• Business or artist name
• Project details you share (brief, budget, timeline, references)
• Source material you provide for AI generation (images, footage, audio, prompts)
• Billing details for invoicing
• Correspondence with us (email, messages, form submissions)
• Basic technical data from our website (see Cookies and Analytics)

How We Collect It

We collect information directly from you when you submit an enquiry or contact form, sign a proposal or agreement, communicate with us by email, phone, or message, or engage us for a project. We also collect limited technical data automatically when you visit our website.

How We Use Your Information

We use your information to respond to enquiries and provide quotes, produce AI-generated and edited content, issue invoices and process payments, communicate about your project, and improve our services and website. We do not sell your personal information.

AI Generation and Source Material

Where you provide source material for AI generation, we use it only to produce the deliverables agreed for your project. We process this material through third-party AI generation platforms as needed. We do not use your source material to train public models beyond what is required to deliver your project.

Disclosure to Third Parties

We may share your information with trusted service providers who help us operate, including AI generation platforms, form tools (Tally), invoicing and accounting (Xero), website hosting and delivery (Cloudflare), and email and productivity tools (Google). These providers only receive what they need to perform their service and are required to protect your information.

Overseas Disclosure

Some of our service providers, including AI generation platforms, store and process data on servers located outside Australia. Where this happens, we take reasonable steps to ensure your information is handled consistently with the Australian Privacy Principles.

Data Storage and Security

We take reasonable steps to protect your information from misuse, loss, and unauthorised access. We retain personal information only as long as needed for the purposes above or as required by law.

Cookies and Analytics

Our website may use cookies and basic analytics to understand how visitors use the site. You can disable cookies in your browser settings, though some features may not work as intended.

Access and Correction

You can request access to the personal information we hold about you, or ask us to correct it, at any time. Contact us using the details below and we will respond within a reasonable time.

Complaints

If you have a concern about how we have handled your personal information, contact us first and we will work to resolve it. If you are not satisfied, you can contact the Office of the Australian Information Commissioner (OAIC) at oaic.gov.au.

Contact

ReplicaSoul (part of the Cerne Group)

[Confirm ReplicaSoul contact email and business address]

Changes to This Policy

We may update this policy from time to time. The latest version will always be available on this page with the effective date shown above.

Draft for review. Confirm ABN, ReplicaSoul contact details, and have a legal professional review before publishing.