These Terms apply together with any proposal, quotation, statement of work, project brief, purchase order or other written agreement relating to a project (“Project Agreement”).

By accepting a proposal or quotation, providing written approval to proceed, making a payment, or instructing us to commence work, you confirm your acceptance of these Terms.

Where a separately signed Project Agreement expressly conflicts with these Terms, the Project Agreement will take precedence in relation to that specific matter.

1. Our Services

We provide creative, advisory and project-development services internationally, which may include:

• Branding and visual identity

• Creative direction and design

• Photography

• Film and video production

• Product development

• Bespoke product design

• Product sourcing and procurement

• Supplier and manufacturer sourcing

• Prototyping and sampling

• Packaging and presentation

• Production oversight

• Creative consultancy

• Other services agreed in writing

The specific scope, deliverables, fees and anticipated timeline of each engagement will be set out in the relevant Project Agreement.

2. Project Scope

Our services are limited to the scope agreed in writing.

Any work requested outside the agreed scope may be considered additional work and charged separately.

Material changes to the brief, creative direction, deliverables, quantities, specifications, materials, production requirements, locations or timeline may require a revised quotation and schedule.

We are not required to commence additional or changed work until the revised scope and associated fees have been agreed.

3. Proposals & Quotations

Unless otherwise stated, proposals and quotations are valid for 30 days from their date of issue.

Quotations are prepared based on the information, specifications and requirements available at the time.

Changes to the brief, quantities, specifications, materials, locations, production requirements, suppliers, exchange rates or third-party costs may result in revised pricing.

Third-party quotations remain subject to the relevant supplier's own validity periods and conditions.

4. Fees & Commencement Payment

Unless otherwise specified in the Project Agreement, our standard payment structure is:

50% upon confirmation of the project
50% prior to final delivery

The initial 50% payment secures project capacity and authorises us to commence work.

For larger, longer or multi-stage projects, milestone payments may instead be agreed, typically:

50% upon commencement
25% at an agreed project milestone
25% prior to final delivery

Unless otherwise required by applicable law or agreed in writing, commencement payments are non-refundable once work has begun or resources or costs have been committed.

5. Third-Party & Production Costs

Third-party expenditure is separate from our professional fees unless expressly stated otherwise.

This may include:

• Manufacturing

• Samples and prototypes

• Materials

• Printing

• Packaging

• Specialist craftspeople

• Photography or film crew

• Talent

• Locations

• Equipment

• Music or content licences

• Travel

• Freight and logistics

• Couriers

• Other external services

Unless otherwise agreed, third-party and production costs must be paid in full before we commit those costs on the Client's behalf.

We are not required to finance external costs on behalf of a Client.

Where applicable, procurement, sourcing, production-management or project-management fees will be identified separately in the Project Agreement.

6. Payment Terms

Unless otherwise stated on an invoice, invoices are payable within 14 days of the invoice date.

Payments must be made in the currency stated on the invoice.

The Client is responsible for bank charges, intermediary fees, foreign-exchange charges or similar payment costs.

Payments must be made without deduction, withholding, set-off or counterclaim except where required by applicable law.

Applicable taxes will be charged or accounted for in accordance with relevant legal requirements.

7. Late Payment

If an invoice becomes overdue, we may, subject to applicable law:

• Suspend work

• Reschedule the project

• Withhold deliverables

• Withhold release of final files

• Withhold intellectual-property transfer or licensing

• Delay manufacturing, procurement or delivery

• Decline to commit further third-party expenditure

• Recover reasonable collection costs

• Apply legally permissible late-payment interest

Any resulting delay will not constitute a delay attributable to us.

8. Client Responsibilities

The Client is responsible for providing everything reasonably required for us to perform the agreed services, including:

• Clear and accurate requirements

• Timely information

• Brand assets

• Specifications

• Content and copy where applicable

• Access to locations or personnel

• Necessary permissions and releases

• Feedback

• Decisions

• Approvals

The Client must ensure information and instructions provided to us are accurate and complete.

We are not responsible for delays, additional costs or errors resulting from inaccurate, incomplete or late information supplied by the Client.

9. Feedback & Client Inactivity

Unless otherwise agreed, we ask Clients to provide requested feedback or approval within 5 business days.

If required information, feedback or approval is not provided for 30 days, we may pause the project and release the reserved production capacity.

The remaining work may then be rescheduled according to our availability.

If a project remains inactive for 60 days, we may close the project and invoice for completed work, committed time and outstanding third-party costs.

Restarting a closed project may require a revised quotation and schedule.

10. Client Approvals

The Client is responsible for carefully reviewing all concepts, artwork, copy, dimensions, specifications, materials, samples, prototypes, proofs and other items submitted for approval.

Approval may be provided electronically, including by email or another agreed communication platform.

Once approval has been given, we are entitled to rely on that approval and proceed to the next stage.

Any changes requested following approval may result in:

• Additional professional fees

• New sampling or prototyping costs

• Supplier charges

• Reproduction or remanufacturing costs

• Changes to the project timeline

Where production has already commenced following Client approval, changes may no longer be possible.

11. Revisions

Unless otherwise stated in the Project Agreement, two rounds of revisions are included at each agreed creative stage.

Revisions must remain reasonably within the approved brief and creative direction.

Additional revision rounds may be charged separately.

A request that materially changes an approved direction, concept, brief or deliverable may be treated as a change of scope rather than a revision.

12. Changes to Scope

Material changes requested after commencement may require a revised quotation, timeline or Project Agreement.

This includes changes to:

• Creative direction

• Deliverables

• Specifications

• Quantities

• Materials

• Production methods

• Locations

• Suppliers

• Photography or filming requirements

• Timelines

We may pause affected work until the revised commercial terms have been agreed.

13. Cancellation & Termination

If the Client cancels a project after commencement, the Client remains responsible for:

• Work completed

• Time already committed

• Approved third-party costs

• Non-refundable supplier payments

• Manufacturing or production already commissioned

• Cancellation fees imposed by third parties

• Other reasonably incurred non-recoverable project expenses

Payments already received will be applied against those amounts.

Where reasonable, we will seek to minimise further costs following cancellation.

We may suspend or terminate an engagement where the Client materially breaches these Terms, fails to make payment, repeatedly fails to provide necessary instructions or approvals, requests unlawful activity, or where continuation would reasonably expose us to material legal, financial, reputational or safety risk.

14. Project Timelines & Delays

Project schedules are estimates unless a deadline is expressly guaranteed in writing.

Timelines may be affected by:

• Client approvals

• Scope changes

• Supplier availability

• Manufacturing schedules

• Material availability

• Sampling

• Shipping

• Customs

• Travel

• Weather

• Location access

• Third-party performance

• Events outside our reasonable control

We will make reasonable efforts to communicate material changes to anticipated schedules.

Intellectual Property

15. Client Intellectual Property

The Client retains ownership of intellectual property it owned before the engagement, including its existing trademarks, logos, materials and proprietary information.

The Client grants us the permissions reasonably necessary to use such materials for the purpose of delivering the agreed services.

16. Our Pre-Existing Intellectual Property

We retain ownership of our pre-existing intellectual property, including:

• Processes

• Methodologies

• Systems

• Templates

• Know-how

• Research methods

• Creative processes

• Tools

• Supplier knowledge and sourcing expertise

• Materials developed independently of the Client project

Nothing in the engagement transfers ownership of these assets unless expressly agreed.

17. Final Deliverables

Ownership or usage rights in final approved deliverables will be specified in the relevant Project Agreement.

Unless otherwise agreed, any agreed transfer of intellectual-property rights will take effect only once all amounts due in connection with the relevant project have been paid in full.

Until payment has been completed, all applicable intellectual-property rights remain with us or the relevant rights holder.

18. Unused Concepts

Concepts, designs, names, directions, product ideas, proposals and other creative work presented but not selected or purchased remain our intellectual property unless otherwise agreed.

The Client may not reproduce, adapt, manufacture, commission or provide unused concepts to another designer, agency, supplier or manufacturer for further development without our written permission.

19. Working, Source & Raw Files

Unless expressly included in the Project Agreement, final delivery does not include:

• Editable working files

• Source files

• Raw photography

• Unedited film footage

• Project files

• Preliminary concepts

• Rejected concepts

• Internal research

• Working presentations

• Production-development files

Where such files are requested, their release may be subject to an additional fee and appropriate licensing terms.

20. Third-Party Intellectual Property

Projects may incorporate third-party intellectual property such as:

• Fonts

• Music

• Stock photography

• Stock footage

• Software

• Materials

• Components

• Typefaces

• Talent rights

• Licensed content

These assets remain subject to their respective licence terms.

Ownership of such third-party assets cannot be transferred by us beyond the rights granted by the relevant rights holder.

21. Photography & Film Rights

Photography and film usage rights will be defined where relevant in the Project Agreement.

Rights may be subject to limitations concerning:

• Territory

• Duration

• Media

• Platforms

• Campaigns

• Paid advertising

• Talent

• Music

• Locations

• Third-party assets

Additional or extended usage may require additional licensing and fees.

Unless expressly agreed, RAW files, unedited footage and editable project files are not included in final delivery.

22. Portfolio & Publicity

We recognise that discretion is particularly important to many of our Clients.

We will not publicly identify a confidential Client or publish confidential project work without appropriate permission.

Where permission is granted, we may display completed work in our portfolio, website, credentials, awards submissions, presentations or other promotional materials within the agreed scope.

Any applicable NDA or confidentiality agreement takes precedence over this provision.

23. Product Development

Product-development services may include research, concept development, material exploration, sourcing, sampling, prototyping, engineering support, supplier identification and production oversight.

Unless expressly agreed otherwise, prototypes and samples are developmental tools and are not guarantees that subsequent production will be identical in every respect.

24. Samples & Prototypes

Samples and prototypes may vary from final production due to:

• Production scale

• Manufacturing methods

• Material batches

• Handmade processes

• Tooling

• Supplier capabilities

• Production tolerances

Sampling or additional rounds of sampling or prototyping may incur additional costs.

Approval of a sample or prototype authorises progression based on the approved characteristics, subject to reasonable manufacturing and material tolerances.

25. Natural Materials

Natural and handcrafted materials inherently vary.

This may include:

• Leather

• Suede

• Wood

• Stone

• Metals

• Textiles

• Handmade finishes

Natural differences in colour, grain, texture, pattern, finish or other characteristics do not necessarily constitute defects.

26. Manufacturing Tolerances

Manufactured products may be subject to commercially reasonable variations in:

• Dimensions

• Colour

• Material

• Texture

• Print positioning

• Stitching

• Construction

• Finish

• Packaging

• Other production characteristics

Where a particular tolerance is critical, it must be identified and agreed in writing before manufacturing begins.

Supplier-specific or reasonable industry tolerances may otherwise apply.

27. Quality Approval

Where pre-production samples are available, the Client is responsible for approving them before production.

Once a sample or specification has been approved, production may proceed in reliance upon that approval.

Changes requested after production begins may incur substantial additional costs and may not always be possible.

28. Third-Party Suppliers & Manufacturers

We may source, recommend, introduce, coordinate with or engage specialist suppliers, manufacturers, craftspeople and other third parties.

We take reasonable care when selecting and coordinating third parties but cannot guarantee circumstances outside our reasonable control, including their ongoing availability, solvency, production capacity or operational continuity.

Where a supplier contracts directly with the Client, that supplier remains independently responsible for its products, services and contractual obligations.

Where we contract with a supplier on the Client's behalf or as part of our service, our responsibilities will be determined by the applicable Project Agreement and law.

29. Supplier Pricing & Availability

Third-party quotations, material costs, manufacturing prices, exchange rates and freight charges may change.

Unless expressly fixed in writing, external costs are based on information available at the date of quotation.

Material changes imposed by third parties may be passed to the Client following reasonable notification.

Supplier availability cannot be guaranteed until the relevant order or commitment has been confirmed.

30. Minimum Order Quantities

Suppliers may impose minimum order quantities (“MOQs”).

MOQs may change and may affect:

• Unit price

• Production method

• Tooling

• Materials

• Lead times

• Overall project feasibility

Such requirements are outside our direct control.

31. Supplier Introductions & Non-Circumvention

Our supplier relationships, sourcing knowledge and specialist introductions form part of our professional expertise.

The Client must not use confidential supplier information or introductions provided by us for the purpose of intentionally circumventing our agreed role in an active project.

Where appropriate, a project-specific non-circumvention or non-solicitation provision may be agreed, including a defined duration and scope.

Nothing in this provision prevents the Client from dealing with suppliers independently known to it before our introduction.

32. Shipping & Delivery

Where we coordinate shipping or delivery, estimated dates are provided in good faith but are not guaranteed unless expressly agreed.

Delivery may be affected by matters outside our reasonable control, including:

• Courier delays

• Freight disruption

• Customs clearance

• Border controls

• Inspections

• Documentation

• Weather

• Local regulation

• Transportation disruption

Risk and title in physical goods will be determined by the applicable Project Agreement, quotation, purchase terms or agreed shipping terms.

33. Customs, Duties & Taxes

Unless expressly included in our quotation, the Client is responsible for applicable:

• Import duties

• Customs charges

• VAT, GST or equivalent taxes

• Brokerage fees

• Clearance charges

• Destination taxes

• Government charges

Unless expressly engaged to advise on these matters, the Client is responsible for confirming that products may lawfully be imported, possessed and used at the intended destination.

34. Inspection of Physical Products

The Client should inspect physical products promptly upon receipt.

Visible damage, shortages or material manufacturing issues should be reported within 7 days of delivery, together with photographs and relevant supporting information.

Issues that could not reasonably have been identified during initial inspection should be reported promptly following discovery.

Any remedy may be subject to applicable law and the relevant manufacturer, supplier, carrier or project terms.

35. Confidentiality

Both parties will treat confidential information received through the engagement as confidential and use it only for legitimate purposes connected with the project.

Confidential information may include:

• Client identities

• Project details

• Designs

• Concepts

• Commercial information

• Pricing

• Supplier information

• Manufacturing information

• Property and location information

• Unreleased products

• Photography and film

• Documents

• Communications

Confidentiality obligations do not apply to information that is lawfully public, already legitimately known to the receiving party, independently developed without use of the confidential information, or lawfully received from another source without confidentiality restrictions.

36. Non-Disclosure Agreements

Where an NDA has been entered into, that NDA governs confidential information within its scope.

Where an NDA conflicts with these Terms concerning confidentiality, the signed NDA will take precedence in relation to that information.

An NDA may be entered into before sensitive project information is disclosed.

37. Supplier Confidentiality

Where reasonably necessary for a project, we may share relevant confidential information with suppliers, manufacturers, consultants or specialist partners.

We will take reasonable steps to limit disclosure to information reasonably necessary for the relevant purpose and, where appropriate, require confidentiality, non-disclosure or data-protection obligations.

Third parties remain responsible for compliance with their own contractual and legal obligations.

38. Data Protection & Information Security

Personal information will be handled in accordance with our Privacy Policy and applicable data-protection requirements.

We take reasonable technical and organisational measures designed to protect personal and confidential information.

However, no electronic communication, digital storage platform or information-security system can be guaranteed to be completely secure.

We therefore cannot guarantee absolute security against sophisticated cyberattacks, unauthorised third-party activity, system failures or security incidents affecting independent providers.

Where we become aware of a relevant security incident, we will take reasonable steps to investigate, contain, mitigate and respond to it and comply with applicable legal or contractual notification requirements.

39. Client-Supplied Materials

The Client confirms that it owns or has appropriate rights, licences and permissions to provide and authorise our use of any:

• Logos

• Trademarks

• Images

• Text

• Designs

• Photography

• Film

• Music

• Data

• Documents

• Other Client-supplied materials

We may rely upon this confirmation unless we have reason to believe otherwise.

40. Indemnity

To the extent permitted by applicable law, the Client will be responsible for third-party claims, losses or reasonable costs arising from materials, information or instructions supplied by the Client where our use of them was in accordance with the Client's instructions and the issue results from the Client lacking the necessary rights or authority.

We remain responsible for claims arising directly from our own breach of the applicable Project Agreement, infringement caused solely by original material created by us, or other matters for which we are legally responsible.

Neither party is required to indemnify the other to the extent that a claim was caused by the other party's negligence, wilful misconduct or breach.

41. No Guarantee of Commercial Outcome

Creative work necessarily involves professional judgement and subjective considerations.

Unless expressly guaranteed in writing, we do not guarantee:

• Sales

• Revenue

• Commercial success

• Publicity

• Audience response

• Market acceptance

• Awards

• Business performance

• Other particular commercial outcomes

Product development likewise does not guarantee commercial success, market acceptance or future manufacturing availability.

42. Third-Party Failures

To the extent permitted by applicable law, we will not be responsible for delays or failures caused solely by independent third parties where the circumstances were outside our reasonable control and we exercised the level of care required under the applicable agreement.

This may include:

• Supplier insolvency

• Manufacturing disruption

• Courier or freight failure

• Customs delays

• Infrastructure outages

• Third-party technology failures

• Material shortages

Nothing in this section excludes responsibility that cannot lawfully be excluded.

43. Limitation of Liability

To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special or consequential loss arising from a project.

Where legally permissible, this includes loss of profit, revenue, anticipated savings, business opportunity or goodwill.

Our total aggregate liability arising from or in connection with a particular project will not exceed the professional fees paid or payable to us for that project, excluding third-party expenditure, manufacturing costs, supplier payments, taxes, duties, freight and other pass-through costs.

Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited, including liability arising from fraud or other matters for which exclusion is prohibited by applicable law.

44. Force Majeure

Neither party will be liable for failure or delay in performing an obligation where that failure or delay results from circumstances beyond its reasonable control.

Such circumstances may include:

• Natural disasters

• Fire or flood

• Severe weather

• War

• Civil unrest

• Government action

• Epidemics or pandemics

• Strikes

• Transportation disruption

• Border restrictions

• Material shortages

• Major infrastructure failures

• Significant cyber incidents

• Other events beyond reasonable control

The affected party will take reasonable steps to mitigate the impact and resume performance when reasonably practicable.

45. Subcontractors & Specialists

We may engage employees, freelancers, consultants, photographers, filmmakers, craftspeople, manufacturers, production specialists or other subcontractors where reasonably necessary to deliver a project.

We remain responsible for our own contractual obligations, subject to the provisions of these Terms and the applicable Project Agreement.

46. Independent Business

We provide our services as an independent business.

Nothing in these Terms creates an employment relationship, partnership, joint venture, fiduciary relationship or agency between us and the Client unless expressly agreed in writing.

47. Electronic Communications & Approvals

The parties agree that project communications, instructions, confirmations and approvals may be provided electronically, including by email and other mutually accepted communication platforms.

Where the context clearly indicates approval or instruction to proceed, we may reasonably rely upon such electronic communication.

48. Dispute Resolution

If a dispute arises, both parties agree first to make reasonable efforts to resolve the matter through good-faith discussion.

Where a dispute cannot be resolved directly, the parties may pursue mediation, arbitration or court proceedings in accordance with the relevant Project Agreement and governing law.

Where appropriate for substantial international projects, a specific dispute-resolution mechanism may be agreed separately.

49. Governing Law

These Terms are governed by the laws of UK.

Our remote operation, international delivery of services, or the location of Clients, suppliers or project partners does not by itself alter the governing law applicable to these Terms.

Any project-specific agreement may specify different governing-law or dispute-resolution arrangements.

50. Entire Agreement

These Terms, together with the applicable Project Agreement and any other expressly incorporated written agreements, constitute the agreement between the parties in relation to the relevant services.

They supersede prior discussions, proposals or representations concerning the same subject matter except where expressly incorporated.

51. Severability

If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision will be limited or removed only to the extent necessary.

The remaining provisions will continue in effect.

52. Waiver

A failure or delay by either party to exercise a contractual right does not constitute a waiver of that right.

A waiver relating to one matter does not automatically constitute a waiver relating to another.

53. Changes to These Terms

We may update our standard Terms of Business periodically.

Updated Terms will not retrospectively alter an existing engagement unless agreed between the parties or otherwise permitted by the applicable agreement or law.

The version applicable to a project will ordinarily be the version accepted when that project is confirmed.

54. Contact

If you have questions about these Terms of Business, please contact us at: Partners@rabtani.com