1.Who we are and scope
ARDE AGENCY S.A.S. ("ARDE", "we", "us"), NIT 901.856.077-9, is a Human-Directed AI Creative Studio incorporated under the laws of the Republic of Colombia (private document of July 19, 2024; commercial registration No. 0079271812, Chamber of Commerce of Medellín), with its registered address at Cl. 6A # 16-45, Ed. Guayacán de la Calera, Medellín, Antioquia, Colombia.
These Terms and Conditions (the "Terms") apply to all creative production services provided by ARDE, including without limitation: AI cinematic films and advertising videos, hyperreal AI product imagery and key visuals, hybrid production (filming combined with AI generation and VFX), branding and brand systems, and derivative content adaptations (the "Services"), and to all resulting deliverables (the "Deliverables").
Each engagement is defined in a written quotation, statement of work, proposal or master services agreement accepted by the client (each, an "SOW"). If an SOW or a signed master services agreement conflicts with these Terms, the SOW or master agreement prevails for that engagement. These Terms serve as ARDE's standard terms for clients and for vendor-qualification purposes.
2.Production model — Human-Directed AI
ARDE operates a human-directed production model. Artificial-intelligence systems are used as production tools under the direction of human creative professionals; they do not replace human judgment.
- AI disclosure. The Services make use of third-party generative AI systems (image, video, audio and language models). ARDE discloses this use to its clients, consistent with transparency good practice and Article 50 of the EU Artificial Intelligence Act where applicable.
- Human review. Every Deliverable is directed, reviewed, curated, edited and approved by ARDE's human team before delivery. No AI output is delivered to a client without human review.
- Client approval. Deliverables are subject to the client's review-and-approval process defined in the SOW before publication.
3.AI governance commitments
For each engagement, ARDE commits to the following, which may be supplemented by client-specific AI policies agreed in the SOW:
- No training with client materials. ARDE does not use client materials, client data or client-specific Deliverables to train artificial-intelligence models of general use, and does not make them available to other clients. Client production runs on enterprise-tier AI platform agreements that contractually exclude client inputs and outputs from model training — including ARDE's Higgsfield Enterprise workspace, whose written terms provide that client uploads, prompts and generated assets are never used to train Higgsfield's models or those of its model partners, that no rights are claimed over content created on the platform, and that data is fully deleted with no retention on the provider's side — and, for other providers, on configurations or API tiers that exclude training where offered (see the Sub-processor & Provider List).
- Input provenance and traceability. Every image or video generation starts exclusively from rights-cleared inputs: (a) Client Materials provided for the engagement — in particular real product photography and official brand assets, which serve as the base generation references —, (b) ARDE-created materials, or (c) assets under a current commercial license. ARDE does not use unlicensed third-party works or materials unrelated to the engagement as generation references. For each Deliverable, ARDE maintains a production record linking the inputs used (reference images, prompts, generation model and platform, version) to the final output, available to the client on request.
- Consent for likeness and voice. Any use of the image, face, likeness or voice of a real, identifiable person requires prior, documented consent (model release) covering AI synthesis where relevant. ARDE maintains a consent template and will exhibit consent evidence on reasonable request.
- Prohibited uses. ARDE will not produce: non-consensual deepfakes or impersonation of real persons; content designed to deceive or spread harmful misinformation; unlawful content; or content that knowingly infringes third-party rights.
- Labeling support. Where the client or the destination platform requires synthetic-media labeling (e.g. "AI-generated content" tags), ARDE will identify to the client which Deliverables or elements are AI-generated so the client can comply.
- Provenance. On request, ARDE documents the production pipeline of a Deliverable (tools and models used, human intervention stages) for the client's AI-governance records.
4.Client materials and licenses
4.1 "Client Materials" means brand assets, product references, photography, footage, logos, guidelines, scripts, data and any other materials the client provides for an engagement.
4.2 The client grants ARDE a limited, non-exclusive license to use Client Materials solely to perform the Services for that engagement. ARDE treats Client Materials as Confidential Information (Section 9).
4.3 The client represents and warrants that it owns or has secured all rights, licenses and consents necessary for ARDE's use of the Client Materials as instructed, including trademark, copyright and image rights.
5.Intellectual property and ownership of Deliverables
5.1 Deliverables. Upon full payment of the applicable fees, ARDE assigns to the client all assignable rights, title and interest in the final Deliverables identified in the SOW, for the uses, media, territory and term defined in the SOW (or without such limits if the SOW defines a full buyout). Economic rights are assigned; moral rights are recognized to the extent required by Colombian Law 23 of 1982 and applicable law.
5.2 ARDE background technology. ARDE retains all rights in its pre-existing and independently developed materials: methods, prompt architectures, production workflows, pipelines, custom tooling, and generic elements not specific to the client, none of which include Client Materials or client Confidential Information. To the extent any such element is embedded in a Deliverable, ARDE grants the client a perpetual, non-exclusive license to use it as part of that Deliverable.
5.3 Copyright status of AI output. The copyright protectability of purely AI-generated elements (without sufficient human creative authorship) varies by jurisdiction. ARDE's human-directed process is designed to embed human authorship in Deliverables; nevertheless, ARDE does not warrant registrability of specific elements in every jurisdiction, and by the nature of generative systems does not warrant absolute uniqueness of AI-generated raw material. Similar outputs could be independently generated by unrelated parties using similar tools.
5.4 Portfolio and credits. Once the Deliverables have been publicly released by or with the authorization of the client, ARDE is entitled, without further approval, to reference the client and display such Deliverables in its portfolio, website, case studies, self-promotional materials and award submissions, in its capacity as the producing studio and in exercise of its right to professional credit. Prior to public release, the Deliverables and the engagement are treated as Confidential Information (Section 9). This right does not extend to materials the SOW expressly designates as confidential after launch, and ARDE will remove a specific piece from its portfolio upon the client's reasonable written request.
6.Third-party AI providers
ARDE uses reputable third-party AI model providers and infrastructure listed in the Sub-processor & Provider List. Outputs are also subject to the usage terms of those providers, which ARDE monitors for commercial-use compatibility. ARDE selects providers and configurations compatible with commercial advertising use and with the no-training commitment in Section 3.
7.Fees, invoicing and taxes
Fees, payment schedules, currency and invoicing terms are defined in each SOW. Unless otherwise agreed: (a) ARDE may require an advance payment before production starts; (b) invoices are payable within the term stated in the SOW; (c) taxes, withholdings and bank charges applicable in the client's jurisdiction are borne as defined in the SOW; and (d) title to Deliverables transfers on full payment (Section 5.1).
8.Revisions, acceptance and schedule
Each SOW defines the number of revision rounds, review milestones and delivery schedule. Deliverables are deemed accepted when approved in writing or when used/published by the client. Change requests outside the SOW scope are quoted separately. Schedules assume timely delivery of Client Materials and approvals; delays attributable to the client extend deadlines accordingly.
9.Confidentiality
Each party will protect the other party's non-public information (including briefs, unreleased products, campaign plans, pricing and Client Materials) with at least reasonable care, use it only for the engagement, and disclose it only to personnel and providers bound by equivalent obligations. This obligation survives for five (5) years after the engagement ends (or indefinitely for trade secrets). A mutual NDA is available and, when signed, prevails over this section.
10.Data protection
Where ARDE processes personal data on behalf of a client in the course of the Services, the ARDE Data Processing Agreement (DPA) applies and is incorporated by reference. ARDE complies with Colombian Law 1581 of 2012 and, where applicable to an engagement, the GDPR, the CCPA/CPRA and Mexico's data-protection law (as detailed in the DPA).
11.Warranties
11.1 ARDE warrants that: (a) the Services will be performed with professional skill and care consistent with industry standards for commercial creative production; (b) Deliverables will materially conform to the approved SOW and creative direction; (c) to ARDE's knowledge, Deliverables as delivered will not knowingly incorporate third-party materials without a valid license; and (d) ARDE will comply with applicable law in performing the Services.
11.2 Except as stated in these Terms or an SOW, the Services and Deliverables are provided without other warranties, express or implied. ARDE does not warrant commercial performance or results of any campaign.
12.Indemnities
12.1 By ARDE. ARDE will defend and indemnify the client against third-party claims that a Deliverable, as delivered and used within the scope of the SOW, infringes that third party's copyright — excluding claims arising from Client Materials, client instructions, modifications by the client, or use outside the agreed scope.
12.2 By the client. The client will defend and indemnify ARDE against third-party claims arising from Client Materials, from instructions the client provides, from claims regarding the client's products, or from the client's publication of content without the agreed approvals or required consents.
13.Limitation of liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special or consequential damages or lost profits. Each party's total aggregate liability arising out of an engagement is limited to the fees paid or payable by the client under the applicable SOW in the twelve (12) months preceding the event giving rise to the claim. These limits do not apply to breaches of confidentiality, the indemnity obligations, willful misconduct or gross negligence, or amounts owed for Services rendered.
14.Compliance and ethics
ARDE conducts business in compliance with applicable anti-corruption laws (including Colombian Law 1778 of 2016 and, where applicable, the U.S. FCPA), applicable sanctions and export regimes, and labor law. ARDE will reasonably cooperate with client vendor-compliance and AI-governance processes, including questionnaires and policy acknowledgments.
15.Subcontracting
ARDE may use vetted subcontractors and technology providers to perform portions of the Services (see the Sub-processor & Provider List), remaining fully responsible for their performance and binding them to confidentiality and data-protection obligations consistent with these Terms.
16.Term, suspension and termination
Either party may terminate an SOW for material breach not cured within fifteen (15) business days of written notice. On termination: the client pays for Services performed and non-cancellable commitments up to the effective date; rights in paid Deliverables transfer per Section 5; each party returns or deletes the other's Confidential Information (subject to legal retention duties and the DPA).
17.Governing law and disputes
These Terms are governed by the laws of the Republic of Colombia. Disputes will be submitted to the competent courts of Medellín, Colombia, unless a signed master services agreement between the parties provides otherwise (e.g. arbitration or the client's jurisdiction, as is customary in enterprise engagements).
18.Changes to these Terms
ARDE may update these Terms; changes are versioned and dated on this page. The version in force at the date an SOW is accepted applies to that engagement.
19.Contact
ARDE AGENCY S.A.S. · NIT 901.856.077-9
Cl. 6A # 16-45, Ed. Guayacán de la Calera, Medellín, Antioquia, Colombia
Contact: contact@ardeagency.com · General: info@ardeagency.com