Introduction

These Terms and Conditions constitute a binding legal framework governing all engagements between Remissionary Studio (“the Studio”) and any client (“the Client”). By commissioning, approving, or otherwise engaging the Studio for any service, the Client is deemed to have fully read, understood, and irrevocably accepted the provisions outlined herein. These terms are intended to ensure clarity, mutual accountability, and professional integrity across all projects undertaken by the Studio.

1. Scope of Services

Services offered by the Studio include, but are not limited to, building and construction works, ICT-based solutions such as web development, system automation, and integrations, as well as music production, media services, and bespoke fabrication including furniture design and production. All services are executed strictly in accordance with an approved quotation, formal proposal, or signed agreement. Any deliverables, features, or tasks not expressly stated within the agreed scope are deemed excluded and shall require a separate engagement or contractual variation.

2. Client Engagement and Approval

No work shall commence unless the Client provides formal authorization through written confirmation, email approval, or designated digital portal acceptance. Such approval signifies unconditional agreement to the defined scope of work, pricing structure, timelines, and all accompanying Terms and Conditions. The Client assumes full responsibility for ensuring that all project requirements submitted are accurate, complete, and sufficiently detailed to facilitate proper execution.

3. Pricing and Payment Terms

All pricing structures are determined on a project-specific or service-specific basis as outlined in the official quotation and apply strictly to the listed deliverables. The Studio reserves the right to request an upfront deposit prior to commencement of work, with additional milestone-based payments applicable depending on project complexity. The remaining balance must be settled in full prior to final delivery or handover of any completed work.

Failure to adhere to agreed payment timelines may result in suspension of ongoing work, delayed delivery schedules, or the application of additional administrative or penalty charges as deemed necessary.

4. Revisions and Scope Modifications

Revisions are strictly limited to the parameters defined within the approved agreement. Any request for additional features, alterations, or enhancements outside the original scope shall be treated as a separate scope of work and will incur additional costs. Substantial modifications may also necessitate a revised quotation and recalibration of project timelines to reflect the updated requirements.

5. Project Timelines

All delivery timelines provided by the Studio are indicative estimates based on the initial scope of work and available information at the time of engagement. While the Studio commits to reasonable diligence in meeting deadlines, delays may occur due to client-side delays in feedback, third-party dependencies, or unforeseen circumstances beyond reasonable control. The Studio shall not be held liable for delays arising from such external or client-related factors.

6. Client Responsibilities

The Client is obligated to provide all necessary materials, approvals, and feedback within reasonable timeframes to ensure uninterrupted project progression. The Client further warrants that all content, data, or materials supplied for use in the project are either owned by them or properly licensed for use. The Studio shall not be held liable for any legal disputes arising from improperly sourced or unauthorized materials provided by the Client.

7. Intellectual Property Rights

All intellectual property, including but not limited to drafts, designs, code, media, and conceptual outputs, remains the exclusive property of the Studio until full payment has been received. Upon full settlement of all outstanding amounts, the Client shall be granted the agreed usage rights as defined in the project scope. The Studio retains the perpetual right to showcase non-confidential work for portfolio, promotional, and marketing purposes unless otherwise agreed in writing.

8. Confidentiality

Both parties undertake a strict obligation to maintain confidentiality regarding all proprietary, sensitive, or commercially significant information exchanged during the course of the engagement. Such information shall not be disclosed, shared, or distributed to any third party without prior written consent, except where disclosure is required by law. This obligation remains in force even after termination or completion of the project.

9. Service Limitations

The Studio provides services based on professional expertise and established industry standards; however, no guarantees are made regarding financial returns, business performance outcomes, or uninterrupted availability of third-party platforms or services. Any external tools, hosting environments, APIs, or integrations utilized in the course of service delivery remain subject to the terms and conditions of their respective providers.

10. Warranties and Limitation of Liability

All services are provided on an “as-is” basis without any express or implied warranties beyond those explicitly stated in the agreement. The Studio shall not be liable for any indirect, incidental, or consequential damages, including but not limited to loss of revenue, data corruption, business interruption, or loss of opportunity. Where liability is established, it shall be strictly limited to the total amount paid for the specific service in question.

11. Termination

Either party may terminate the engagement by providing written notice. In the event of termination, all work completed up to the termination date shall be billable, and any deposits paid shall be considered non-refundable. The Studio reserves the right to immediately suspend or cease all ongoing work upon issuance of termination notice.

12. Cancellations and Refunds

Where a project is cancelled after commencement, the Client shall remain liable for all work completed up to the point of cancellation. Deposits are strictly non-refundable under all circumstances. Any refunds, if considered, shall be issued solely at the discretion of the Studio based on the extent of work completed and resources utilized.

13. Ownership Transfer

Ownership and rights to all deliverables shall transfer to the Client only upon full and final payment of all outstanding amounts. Partial or interim payments do not confer any ownership rights, usage privileges, or intellectual property claims over any part of the work produced.

14. Communication Protocol

All official communication shall be conducted through recognized and verified channels, including email, the official Studio portal, or designated business communication platforms. The Studio shall not be responsible for misinterpretation, loss, or unauthorized action arising from instructions issued through informal or unverified communication channels.

15. Force Majeure

The Studio shall not be held responsible for delays, interruptions, or failure to perform obligations arising from events beyond reasonable control. Such events include, but are not limited to, natural disasters, government restrictions, power failures, infrastructure breakdowns, pandemics, or any unforeseen circumstances that materially affect service delivery.

16. Compliance and Legal Framework

All services provided by the Studio shall comply with applicable laws and regulatory requirements within the Republic of Kenya. The Client bears full responsibility for obtaining all necessary permits, licenses, or approvals required for the execution or implementation of the project.

17. Dispute Resolution

In the event of a dispute, both parties agree to first seek resolution through amicable negotiation. Where such efforts fail, the matter shall proceed to mediation and, if necessary, arbitration in accordance with the laws of Kenya. Both parties agree to resolve disputes in good faith and avoid unnecessary litigation.

18. Amendments

The Studio reserves the right to revise, update, or modify these Terms and Conditions at any time. Any updated version shall apply to new engagements and may also apply to ongoing projects where duly communicated to the Client.

19. Acceptance

Engagement, approval of quotation, or commencement of payment shall constitute full, unconditional, and irrevocable acceptance of these Terms and Conditions by the Client.