Service Provider:

Tenet Studio Ltd

Client:

Official Company Name, e.g. Your Company Ltd

Client Contact:

Representative of Client, e.g. Founder/CEO, Head of ECommerce, Head of Marketing, etc.

1.1. The Service Provider agrees to provide the Client with the services outlined in their pre-determined productised service offerings.

1.2. At the time of sharing the payment instructions during the proposal phase, the Service Provider will outline, in writing, the Scope of Services for that particular engagement, including the expected duration time. Section 4 outlines standard durations for productised service offerings.

1.3. Should any delays or unforeseen circumstances occur, the Service Provider and the Client agree to keep the other party informed in a timely manner. 

2.1. The Service Provider will begin providing the services after payment has been successfully processed and settled.

2.2. In cases where instalments have been arranged, the first payment must be successfully processed and settled. 

3.1. Payment(s) will be made directly via the payment link, QR code or invoice provided. 

3.2. For larger projects, payment options are available upon request.

3.3. Payment(s) must be made within five (5) business days of invoice issuance. Interest will be charged at a rate of 2% per week on overdue invoices. The Service Provider reserves the right to halt all work if payments are delayed beyond this period. 

3.4. This contract is non-cancellable and non-refundable once payment has been processed, except in cases of termination as outlined in Section 5 and Section 6.

4.1. Class A engagements are retainers, rolling by the month.

4.2. Class B engagements last for 6 weeks.

4.3. Class C engagements last for 3-4 weeks.

4.4. Class D engagements last for 2 weeks.

4.5. Class E engagements last for 7-10 days.

4.6. Class S engagements are bespoke and the duration will be specified in writing at the time of sharing payment details.

4.7. Where suitable to both parties, the opportunity to continue collaborating together exists.

4.8. Either party may terminate this contract with a 15-day written notice.

5.1. Either party may terminate this contract immediately in the event of a material breach by the other party. Notice of termination shall be provided in writing.

5.2. In the event of termination, the Service Provider shall still be entitled to payment for all completed work and any time spent on the project up to the termination date.

6.1. Automatic Termination: This contract shall be subject to automatic termination if either party exhibits protracted inactivity or unresponsiveness.

6.2. Protracted Inactivity: For the purposes of this clause, "protracted inactivity" shall be defined as the failure to perform any contractual duties or engage in required activities for a continuous period. The period of inactivity shall vary depending on the urgency of the task and the goal to be achieved, but shall not exceed 10 days for engagements in Classes A, B, C, and S. For engagements in Classes D and E, this shall not exceed 5 days.

6.3. Unresponsiveness: For the purposes of this clause, "unresponsiveness" shall be defined as the failure to respond to any communications, requests, or obligations from the other party within a period. The period of unresponsiveness shall vary depending on the urgency of the communication and the goal to be achieved, but shall not exceed 10 days for engagements in Classes A, B, C, and S. For engagements in Classes D and E, this shall not exceed 5 days.

6.4. Notice of Inactivity or Unresponsiveness: If one party believes the other party has exhibited protracted inactivity or unresponsiveness, the concerned party must send a written notice to the inactive or unresponsive party. If the inactivity or unresponsiveness is not remedied within the defined period of urgency, the contract will terminate automatically.

6.5. Effect of Termination: Upon automatic termination under this clause, all obligations under this contract shall cease, except for those that are explicitly intended to survive termination, and neither party shall have any further liability to the other except for obligations accrued prior to the termination.

7.1. To perform the services in a professional manner and maintain regular communication with the Client.

7.2. To ensure all efforts are aligned with known best practices.

8.1. To cooperate with the Service Provider by providing or procuring any assets and access required for the successful execution of the service detailed in Part 1. Scope of Services.

8.2. To ensure timely provision of necessary feedback and approvals to enable the Service Provider to effectively deliver the services.

8.3. To respond to any inquiries from the Service Provider within a reasonable time frame to ensure smooth project execution.

8.4. In the event the Client Contact fails to provide the necessary assets or feedback within a reasonable time frame, the Service Provider reserves the right to extend project deadlines or charge additional fees.

9.1. The Services will be performed remotely, with both parties free to travel and work from various time zones as required.

9.2. Any meetings must be agreed to by both parties in advance.

9.3. Meetings are expected to be attended on time by both parties (with a five-minute grace period), and any changes to the meeting schedule must be communicated at least 24 hours in advance, except in exceptional circumstances.

9.4. Failure to attend a scheduled meeting without prior notice will result in the Client being charged for the entire day as if the meeting had taken place.

9.5. Both parties agree to respond to communications within a reasonably short time frame to ensure smooth execution and expedite the project.

10.1. Any software licences or digital tools required to produce high-quality and favourable results in the Client's favour shall be procured and maintained by the Client at their expense, unless they are already in the Service Provider’s availability.

11.1. Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared during the course of this contract.

12.1. The Service Provider's liability shall be limited to the fees paid by the Client for the services rendered under this contract.

12.2. The Service Provider shall not be liable for any indirect, incidental, or consequential damages arising out of or in connection with the services provided under this contract.

13.1. Each party shall indemnify and hold harmless the other party from and against any and all claims, damages, losses, liabilities, and expenses arising out of or in connection with any breach of this contract by the indemnifying party.

14.1. All work created by the Service Provider under this contract shall be owned exclusively by the Client upon full payment for the services rendered.

14.2. The Service Provider may add their contributions to the Client’s company to the Service Provider’s portfolio.

15.1. The Service Provider is fully authorized to claim credit for the results produced for the Client in their portfolio. This may include showcasing general outcomes (e.g., metrics achieved) and the Client’s brand logo on the Service Provider’s website and channels, provided it does not disclose proprietary deliverables without prior written consent from the Client.

15.2. In specific cases, the Client might be selected to offer testimonials or reviews. Should this happen, the Service Provider will contact the Client to provide guidance during this process.

16.1. All work created specifically for the Client under this contract shall be owned exclusively by the Client upon full payment for services rendered, except where attribution rights are granted under Section 15.

16.2. All work created specifically for the Client under this contract shall be owned exclusively by the Client upon full payment for services rendered.

16.3. Unauthorized use, distribution, or resale of the Service Provider’s intellectual property shall result in a penalty of £10,000 per breach.

17.1. Any dispute arising out of or in connection with this contract shall be resolved through mediation by a mutually agreed-upon mediator. If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in accordance with the rules of the London Court of International Arbitration (LCIA).

18.1. Neither party shall be liable for any delay or failure to perform its obligations under this contract due to circumstances beyond their reasonable control, including but not limited to illness, pandemics, or government actions.

19.1. This contract constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether oral or written, relating to the subject matter herein.