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

August 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, within the allowable and predefined scope allowed under the terms of the Studio's retainer policy.
This includes Creative Direction, Brand Activations and Identity, Logos and Iconography, Packaging, Print and Editorial, Sales & Marketing Collateral, Product Design, UI Research and UX Strategy, Web Design, Video, and Animation.
The Studio will be available to the Client for a previously agreed number of hours per calendar month, based on the size of the Client's chosen retainer package. Hours made available for the Client are non-transferable and reset after each calendar month.
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 requires a larger retainer commitment than first agreed, they may, with the Studio's approval, increase the commitment with additional hours billed at the same rate as their existing retainer rate.
In instances where the Client requests to reduce the retainer commitment, the Client is required to inform the Studio in writing at least one calendar month before the end of the current billing period.

Fee

The retainer package will be charged at a previously agreed fee dependent on the size of the retainer commitment.
The Studio will not commence any work until the full fee for the agreed billing period has been 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 billing period for the following billing period's retainer fee. 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 continue to be in effect until such time that the Parties agree to terminate the retainer commitment.
In cases where the Client requests to cancel the retainer commitment, the Client is required to inform the Studio in writing at least one calendar month before the end of the current billing period.
Any cancellation or downgrade of the retainer package less than one calendar month before the end of the current billing period will require the Client to pay for the next billing period's retainer fee in full.

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.
left icon
Previous
Next
chevron right icon
arrow icon
Expand
arrow icon
See Work