Section 01 Definitions Throughout this agreement, the following terms carry the meanings defined below. Clear language makes for strong partnerships. "The Studio" Arts Design Studio, a premium creative agency registered and operating from Dar es Salaam, United Republic of Tanzania. "The Client" Any individual, company, or organisation that engages the Studio for creative services through a signed proposal, purchase order, or invoice acceptance. "Project" The agreed scope of creative work documented in a formal project proposal or statement of work (SOW) issued by the Studio. "Deliverables" Any final creative output produced by the Studio, including but not limited to websites, brand assets, printed materials, apparel designs, and digital files. "Deposit" The non-refundable 50% upfront payment required before creative work commences. Receipt of the deposit constitutes formal acceptance of these Terms. "Final Payment" The remaining 50% balance due upon completion of work and before delivery of final assets or website deployment. "Revision Round" A single consolidated set of feedback submitted by the Client in one communication, covering one phase of the project. Multiple feedback messages on the same phase do not constitute multiple rounds. Section 02 Scope of Services Arts Design Studio offers creative services across the following disciplines, each delivered to our documented standard of award-winning quality: Web Design & Development: UI/UX design, responsive front-end development, full-stack web applications, CMS integration, and performance optimisation. Brand Strategy & Identity: Brand naming, logo design, visual identity systems, tone of voice, and brand guidelines documentation. Social Media Management: Content strategy, content creation, scheduling, community management, and analytics reporting. Corporate Stationery: Business cards, letterheads, envelopes, presentation folders, and branded office materials. Apparel Branding: Custom apparel design, mockups, print-ready artwork, and supplier coordination where contracted. Large-Format Printing: Banners, billboards, event signage, vehicle wraps, and exhibition graphics. Print specifications are confirmed before production commences. Each project is governed by a separately issued proposal specifying deliverables, timeline, and fee. Work not listed in the approved proposal is considered out of scope and will be quoted and invoiced separately. Section 03 Intellectual Property Core IP Clause All creative work produced by Arts Design Studio — including but not limited to code, design compositions, illustrations, typographic layouts, brand systems, and digital files — remains the exclusive intellectual property of Arts Design Studio until Final Payment has been received in full and confirmed cleared. Upon receipt and clearance of the Final Payment, full ownership of the agreed Deliverables transfers to the Client. The Client may then use, modify, and commercialise the work freely, subject to the conditions below. What transfers to the Client on full payment All final approved design files in the formats specified in the project proposal. Website source code, where applicable, including CMS configuration and deployment credentials. Brand asset files (logo files, colour palettes, typography specifications). Print-ready files for stationery, apparel, and large-format materials. What the Studio retains permanently Portfolio rights: The Studio retains the perpetual, irrevocable right to display completed work in its portfolio, award submissions (including Awwwards, CSS Design Awards, and equivalent platforms), social media channels, and marketing materials. This right survives full payment and project completion. Proprietary frameworks & tools: Any underlying frameworks, code libraries, or design systems developed independently by the Studio that were used as a foundation for the Client's project remain the Studio's property. Process documentation: Internal briefs, research, wireframes, concept explorations, and rejected iterations remain the Studio's property and are not delivered unless explicitly agreed. Important: Using, distributing, sublicensing, or commercialising any work produced by the Studio before Final Payment is received constitutes intellectual property infringement and may result in legal action under Tanzanian and applicable international law. Section 04 Payment Terms Payment Structure At Proposal Acceptance 50% Deposit — Non-Refundable. This secures your place in the Studio's schedule and authorises creative work to commence. The deposit is non-refundable under any circumstances, including project cancellation by the Client. Before Final Delivery 50% Final Balance. Due upon completion of the final approved revision round, before delivery of final files or website deployment. No assets will be transferred until this balance is cleared. Overdue Invoices Invoices unpaid beyond 14 days of the due date attract a late payment fee of 2% per calendar month on the outstanding balance. The Studio reserves the right to pause all active work on overdue accounts. Accepted Payment Methods We support a full range of payment methods to ensure smooth transactions for both Tanzanian and international clients. Mobile Money M-Pesa (Vodacom), Tigo Pesa, Airtel Money, and HaloPesa. Preferred method for domestic Tanzanian transactions. Payment reference must match the invoice number. Local Bank Transfer Direct bank transfers to the Studio's Tanzanian Shilling (TZS) or US Dollar (USD) account. Bank details are provided on each invoice. Transfers should reference the invoice number. International Transfer SWIFT / International Wire Transfers, Wise (TransferWise), and other internationally recognised platforms. All bank charges and conversion fees are the sole responsibility of the Client. The Studio must receive the full invoiced amount net of any fees. Currency Policy Project fees are quoted and invoiced in United States Dollars (USD) for international clients and Tanzanian Shillings (TZS) for domestic clients, unless otherwise specified in the proposal. Exchange rate fluctuations are not grounds for fee renegotiation once a proposal has been accepted and the deposit paid. Section 05 Revision Policy Revisions are part of the creative process. They are also the most common source of scope creep, timeline delays, and frustration on both sides. Our Premium Revision Policy is designed to protect the quality of your outcome by keeping feedback structured and focused. What is included: 3 Premium Revision Rounds Every project includes three (3) structured revision rounds per phase (Design, Development, and Final Review). A revision round is defined as one complete set of feedback consolidated into a single written communication. This approach ensures your feedback is thoughtful, comprehensive, and acted upon effectively. How a Revision Round works The Studio presents work for review at an agreed milestone. The Client consolidates all feedback into a single written document or annotated file. The Studio implements the feedback and returns revised work. This cycle repeats up to three times per phase. Beyond the included rounds Feedback submitted after the three rounds are exhausted, or feedback that departs materially from the original agreed brief, is classified as additional scope. The Studio will issue a change order with a revised quote before proceeding. No additional work is undertaken without written approval of the change order. What constitutes a new scope request: Requests to change the fundamental direction, target audience, aesthetic style, or core functionality of a project after approval of the initial concept are not revisions — they are new briefs and are priced accordingly. Section 06 Project Timeline & Delivery Timelines are established at proposal stage and are based on the agreed scope of work, the Studio's current capacity, and the Client's availability to provide timely feedback and approvals. Timelines begin on receipt of the deposit, not on proposal acceptance. The clock does not start until the Studio's schedule has been formally secured. Client delays extend the timeline proportionally. If the Client fails to provide required content, feedback, or approvals within the agreed review windows, the project timeline adjusts accordingly. The Studio is not liable for deadline overruns caused by Client-side delays. Rush projects (those requiring delivery within a significantly compressed timeframe) are subject to a rush fee of up to 35% of the project total, at the Studio's discretion. Force majeure: Neither party is in breach of this agreement for delays caused by circumstances beyond their reasonable control, including natural disasters, internet infrastructure failures, or government actions. Section 07 Client Responsibilities Great creative outcomes are a collaborative effort. The Client agrees to fulfil the following responsibilities throughout the engagement: Timely provision of assets: All required text content, photography, brand assets, and access credentials must be provided within the timeframes specified in the project proposal. Consolidated feedback: Feedback must be provided in writing, consolidated from all relevant stakeholders, within the agreed review windows. Designated point of contact: The Client agrees to nominate a single point of contact with the authority to approve deliverables and sign off on milestones. Accuracy of supplied content: The Client warrants that all content, images, and copy provided to the Studio are owned by or properly licensed to the Client, and do not infringe any third-party intellectual property rights. The Client indemnifies the Studio against any claims arising from the use of Client-supplied materials. Timely payment: Invoices are to be settled within the terms specified to maintain the agreed project timeline. Section 08 Confidentiality Both parties recognise that in the course of an engagement, confidential information will be shared. This includes, but is not limited to, business strategies, financial data, product plans, creative briefs, and technical specifications. Mutual Confidentiality Commitment Both Arts Design Studio and the Client agree to treat each other's confidential information with care, using it only for the purpose of delivering the agreed project, and not disclosing it to third parties without prior written consent. This obligation survives the completion or termination of the project for a period of three (3) years. Where a higher level of confidentiality is required — for example, for pre-launch product work, funding announcements, or politically sensitive projects — the Client may request a standalone Non-Disclosure Agreement (NDA), which the Studio is happy to execute prior to the engagement commencing. Section 09 Termination & Kill Fee We invest deeply in every project we take on. When a project ends prematurely, that investment cannot simply disappear. The following termination provisions are fair to both parties. Cancellation by the Client Kill Fee Applies Kill Fee Clause If the Client cancels a project after work has commenced, the following applies: (a) The non-refundable deposit is retained by the Studio in full. (b) A Kill Fee is payable for all work completed to the date of cancellation, invoiced at the Studio's standard hourly rate of USD 85/hour. (c) All incomplete work-in-progress files remain the exclusive property of the Studio and are not transferred to the Client. Cancellation must be communicated in writing via email to info@artsdesignstudiotz.com. Verbal cancellations are not valid. The Kill Fee invoice is issued within 5 business days of written cancellation and is due within 14 days. Suspension by the Studio The Studio reserves the right to suspend work on a project if: An invoice remains unpaid beyond 14 days of its due date. The Client fails to provide required content or approvals within the agreed timeframes, causing the project to stall. The Client's instructions would require the Studio to produce work that is illegal, defamatory, or in violation of third-party rights. Work suspended under these conditions does not entitle the Client to a refund of the deposit or any fees paid. Termination by the Studio The Studio may terminate an engagement with 7 days' written notice if circumstances make continuation untenable. In such cases, the Studio will refund fees for work not yet commenced, minus the non-refundable deposit and any work completed to date. Section 10 Limitation of Liability Arts Design Studio produces work to the highest standard. However, creative output involves subjective judgement, and technology involves variables outside our direct control. The following limitations apply: The Studio's total liability to the Client for any claim arising from this agreement shall not exceed the total fees paid by the Client for the specific project giving rise to the claim. The Studio is not liable for indirect, consequential, or incidental losses, including loss of revenue, loss of profits, or loss of business opportunity, arising from the use or non-use of Deliverables. The Studio is not responsible for losses arising from third-party platform failures (hosting providers, social media platforms, payment processors, domain registrars), or from the Client's own modifications to delivered work after handover. The Studio does not guarantee specific business outcomes (sales uplift, social media growth, conversion rates) as a result of design work. Creative quality can influence outcomes; it cannot guarantee them. Nothing in this clause limits liability for fraud, wilful misconduct, or any liability that cannot be excluded by applicable law. Section 11 Governing Law & Jurisdiction Governing Law — Mandatory Clause This agreement is governed exclusively by the laws of the United Republic of Tanzania, including the Law of Contract Act (Cap. 345 R.E. 2019), the Electronic Transactions Act, and all other applicable Tanzanian statutes. Any dispute arising under or in connection with this agreement shall be subject to the jurisdiction of the courts of Tanzania, unless both parties agree in writing to resolve the matter through alternative dispute resolution. For international clients, this means you are engaging a Tanzanian-registered business under Tanzanian law. We encourage you to seek independent legal advice if you have concerns about jurisdictional matters before commencing an engagement. Dispute Resolution In the event of a dispute, both parties agree to first attempt resolution in good faith through direct negotiation. If no resolution is reached within 30 days of written notification of the dispute, either party may pursue formal legal remedies under Tanzanian law. Section 12 Amendments & Entire Agreement These Terms of Service, together with any project proposal, statement of work, or change order accepted by the Client, constitute the entire agreement between Arts Design Studio and the Client with respect to the project. They supersede all prior discussions, representations, or proposals, whether written or verbal. The Studio reserves the right to update these Terms at any time. Updates take effect from the date of publication on this page. Engagements already underway at the time of an update continue under the Terms in effect at the time of the deposit payment. No waiver, modification, or amendment of any provision of this agreement is effective unless made in writing and signed or formally acknowledged by both parties. Questions about these Terms? We would rather clarify before you sign than create confusion after. Reach us at: Email: info@artsdesignstudiotz.com Book a call: 30-minute free consultation Location: Dar es Salaam, United Republic of Tanzania Response within 24 hours on business days. Senior team member always responds — never a bot.