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These terms apply to every Project undertaken by the Studio and are incorporated into each Proposal. They apply to the exclusion of any terms the Client seeks to impose, including terms appearing on a purchase order or in prior correspondence, unless the Studio has agreed otherwise in writing and signed that agreement.
Where a Proposal and these terms conflict, the Proposal prevails as to the matter in conflict and these terms govern all else. The version of these terms in force on the date a Proposal is accepted governs that Project for its duration; subsequent revision of this page does not vary an agreement already formed.
No variation is effective unless recorded in writing and agreed by both parties. For this purpose email constitutes writing.
An enquiry, a conversation, an estimate, a price published by the Studio and a Proposal issued by the Studio do not, individually or together, constitute a binding agreement.
An agreement is formed upon the Client’s written acceptance of a Proposal. Until that time either party may withdraw without liability to the other.
Payment of the deposit under clause 4.2 is a condition precedent to the Studio commencing work. Where the deposit is not received within 14 daysof acceptance, the Studio may treat the agreement as lapsed by written notice, whereupon neither party shall owe the other any sum.
The Studio shall provide the Deliverables described in the Proposal and nothing further. Any material not identified in the Proposal — including additional formats, additional applications of an identity, further concepts, or work arising from a change in the Client’s requirements — constitutes additional work.
Additional work shall be quoted separately and, once agreed in writing, shall be treated as a variation to the Proposal. The Studio is under no obligation to commence additional work before the variation is agreed, and the schedule for the existing Project shall be extended by a period reasonably reflecting the additional work.
The Studio shall perform the Project with reasonable skill and care and in accordance with the standards reasonably to be expected of a competent creative studio. Matters of aesthetic judgement are not capable of objective measure and are addressed through the revision process at clause 7.
The Fees are those stated in the Proposal and are quoted in Ghana Cedis (GHS) unless otherwise stated. The Studio is not presently registered for Value Added Tax; where that changes, VAT shall be charged in addition at the prevailing rate.
A deposit of 50% of the Fees is payable before the Studio commences the Project. The Studio is under no obligation to commence, allocate time to, or reserve capacity for a Project before the deposit is received.
The deposit is a condition precedent to performance and is not a debt for work performed. Accordingly no interest accrues on an unpaid deposit, and the Studio’s sole remedy for non-payment is that provided at clause 2: it does not begin, and the agreement lapses.
The remaining 50% is payable upon presentation of the Deliverables for approval. Final files, working files and any transfer of rights under clause 6 are released upon receipt of that payment and not before.
Each invoice is payable within 14 days of its date. Time for payment is of the essence.
Third-Party Costs are additional to the Fees. Where the Studio procures them on the Client’s behalf, they shall be invoiced at cost and are payable on the same terms. The Studio shall obtain the Client’s approval before incurring any Third-Party Cost.
The Client shall pay all sums due in full without deduction, withholding or set-off, save as required by law.
This clause applies only to sums invoiced in respect of work already performed — the balance under clause 4.3, additional work under clause 3.2, and Third-Party Costs under clause 4.5.
It does not apply to the deposit. The deposit is a condition precedent rather than a debt, and no interest, cost or charge attaches to it. Where it is not paid, the consequence is that provided at clause 2 and nothing further.
Where a sum within clause 5.1 remains unpaid after its due date, the Studio may, without prejudice to any other right:
Suspension under this clause does not relieve the Client of any obligation, and the schedule shall be extended by the period of suspension together with such further period as the Studio reasonably requires to resume.
All intellectual property in work created by the Studio — including concepts, drafts, presented options, artwork and the Deliverables — vests in and remains the property of the Studio until the Fees and all other sums due have been received in full.
Upon receipt of the Fees in full, the Studio assigns to the Client all intellectual property rights in the Deliverables, absolutely and for all territories, for use by the Client in its business.
The following remain the property of the Studio at all times:
The Client shall not use, reproduce, publish or register any work created by the Studio before the transfer under clause 6.2 has taken effect. Use in breach of this clause constitutes infringement of the Studio’s rights, and the Studio reserves all remedies in respect of it.
The Studio may reproduce the Deliverables and describe the Project in its portfolio, on its website, in submissions to industry awards and in materials promoting the Studio, and may identify the Client by name. Where the Client requires confidentiality for a defined period, it shall be recorded in the Proposal and the Studio shall observe it.
The Client shall not remove or obscure the Studio’s attribution where attribution is a term of the Proposal.
The Fees include 2 rounds of amendment at each stage presented. A round comprises one consolidated set of comments from the Client, provided on a single occasion.
Amendment beyond the included rounds, and any amendment arising from a change of direction after a stage has been approved, shall be charged at the Studio’s prevailing rate and treated as additional work under clause 3.2.
The Client shall respond to material presented for approval within five Working Days. Where no response is received within that period, the material shall be deemed approved and the Project shall proceed to the next stage.
The Client shall:
Where the Client’s delay prevents the Studio from proceeding, the schedule shall be extended accordingly. Where a Project remains without response from the Client for 30 days, the Studio may treat it as suspended, invoice for all work performed to that date, and require a re-engagement fee before resuming.
The Client may cancel a Project on written notice. The deposit is non-refundable, and the Client shall pay for all work performed to the date of cancellation. Where work performed exceeds the deposit, the excess shall be invoiced; where cancellation occurs after the Studio has commenced but the deposit exceeds the value of work performed, the Studio shall retain 50% of the Fees in respect of capacity reserved and displaced.
Where the Client cancels before the deposit has been paid and before the Studio has commenced, no sum is payable by either party.
The Studio may terminate on written notice where the Client fails to pay any sum within 30 days of its due date, commits a material breach not remedied within 14 days of notice, or becomes insolvent.
On termination, all sums for work performed become immediately payable, no transfer of intellectual property takes effect under clause 6.2, and the Client shall cease all use of material created by the Studio. Clauses 6, 10, 11, 12 and 15 survive termination.
Each party shall keep confidential all non-public information disclosed by the other in connection with the Project, shall use it solely for the purposes of the Project, and shall not disclose it save to those of its personnel and advisers who need to know it and who are bound by equivalent obligations.
This clause does not apply to information that is or becomes public otherwise than through breach, was lawfully known before disclosure, or is required to be disclosed by law or a competent authority.
This clause does not restrict the Studio’s rights under clause 6.5, which the parties acknowledge as an agreed exception.
The Studio warrants that the Deliverables are its original work, save for material licensed from third parties and identified as such. Save as expressly stated, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted.
The Studio shall not be liable for loss of profit, loss of revenue, loss of business, loss of goodwill, loss of anticipated saving, loss or corruption of data, or any indirect or consequential loss, in each case however arising.
The Studio’s total liability arising out of or in connection with a Project, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the Fees paid by the Client in respect of that Project.
Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be excluded or limited.
The Client shall indemnify the Studio against all claims, damages and costs arising from material supplied by the Client, from the Client’s use of the Deliverables otherwise than as contemplated by the Proposal, and from any breach of the warranty at clause 8.
Neither party shall be liable for failure or delay in performance caused by an event beyond its reasonable control, including failure of power or telecommunications, civil disturbance, industrial action, epidemic, or act of government. The affected party shall notify the other promptly, and the time for performance shall be extended accordingly. Where such an event continues for more than 60 days, either party may terminate on written notice, and clause 9.3 shall apply.
Each party shall comply with the Data Protection Act, 2012 (Act 843) in respect of personal data processed in connection with the Project. The Studio’s handling of personal data is described in its Privacy Policy, which forms part of these terms.
Where the Studio processes personal data on the Client’s instructions, it shall do so only for the purposes of the Project, shall apply appropriate technical and organisational measures, and shall return or delete that data on completion at the Client’s written request.
These terms and any dispute arising out of or in connection with them are governed by the laws of the Republic of Ghana.
The parties shall first attempt to resolve any dispute by negotiation in good faith. Failing resolution within 30 days, the courts of Ghana shall have exclusive jurisdiction.
Notices under these terms shall be given in writing to the address below or to the Client’s address stated in the Proposal, and shall be treated as received on the next Working Day after transmission.
Pascal’s Creative Studios, Accra, Ghana.