These terms (“Agreement”) are agreed between any prospective client (“Client”) and Shinoda Ltd (“Studio”), collectively referred to as the (“Parties”). By commissioning the Studio you are agreeing in full to the following terms.

Last Updated

May 2023

Scope of Work

The Studio will provide ongoing support to the Client through the form of contracted design work, creative direction, and design consultation, wherever necessary.
The Parties agree that all work created by the Studio in the process of performing the services will remain the exclusive property of the Client.

Change of Scope

In cases where the Client agrees to a change in the scope of work, the Studio agrees to obtain the consent of the Client for any additional expenses expected to exceed 20% of the total original cost of the project (for work billed as projects), or additional scope of work expected to exceed 10 billable hours (for work billed hourly).

Fee

All work will be charged at a previously agreed and fixed fee.
Costs quoted may be subject to change dependent on a change in scope and are calculated based on the brief provided.
The Studio will not commence any work until verbal or written approval of the cost is received. Any materials required to complete the agreed work, such as rights to photography or fonts purchased, will be billed as additional expenses. No purchases will be made without the Client’s approval.

Payment

The Parties agree that the Studio will provide an invoice to the Client on the last working day of each month for the agreed work. The Client agrees to pay the amount in full via bank transfer in British Pounds or the equivalent value of local currency on the invoice date.
Standard billing terms are 30 days from date of invoice. The Studio reserves the right to request full or part payment in advance. Overdue payments shall be subject to a interest charge of 1% per day, for the term of the outstanding account.

Termination

This Agreement will automatically be terminated when the services are completed.

Confidentiality

All terms and conditions of this Agreement and any materials provided during the term of the Agreement must be kept confidential by the Studio, unless the disclosure is required pursuant to process of law.
Disclosing or using this information for any purpose beyond the scope of this Agreement, or beyond the exceptions set forth above, is expressly forbidden without the prior consent of the Client.
This section will remain in full force even after the termination of this Agreement for a period of 1 year.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

Representation and Warranties

The Parties agree and disclose that they are fully authorized to enter this Agreement. Both Parties’ performances and obligations are not to violate the rights of any third party or else violate other, if any, Agreements made between them and/or any other organization, person, business or law/governmental regulation.

Disclaimer of Warranties

The Studio warrants to complete the Services listed in this Agreement as per the Client’s requirements and specifications. However, the Studio does not represent or warrant that such services provided in this Agreement will create additional sales, exposure, brand recognition, profits or other benefits.
In addition to the above, the Studio holds no responsibility towards the Client in the event that the delivered work does not lead to the Client’s desired results.

Limitation of Liability

Under no circumstances will either party be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this Agreement or the transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action) in the event that such is not related to the direct result of one of the Parties’ negligence or breach.

Insolvency

If the Client ceases to pay their debts in the ordinary course of business, or cannot pay their debts as they become due, or being a company is deemed to be unable to pay its debts, or has a winding-up petition issued against it, or being a person commits an act of bankruptcy or has a bankruptcy petition issued against them, the Studio without prejudice to other remedies will have the right not to proceed further with any other work for the Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Client.

Force Majeure

The Studio shall be under no liability if it is unable to carry out any provision of the contract for any reason beyond control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such contingency the Client may by written notice to us elect to terminate the contract and pay for work done and materials used but subject thereto shall otherwise accept delivery when available.
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