terms & conditions of service
Last updated 28/4/2023
All services provided to you (also referred to as “Client” or “your”) by Aoki Studios LLC (also referred to as “we”, “us” or “our”). are subject to these Terms and Conditions (“Terms”).
1. Services: The services to be provided by us are set out in the quotation that you will receive via email. Other than a once-off task as specified in our quotation, our services require a minimum 3-month term.
2. Fees: Fees and charges for the services to be provided by us are set out in the quotation that you will receive via email. Quotations are valid for 30 days from the day they are emailed to you. We reserve our right to alter or decline a quotation after the expiry of 30 days.
Any work outside the scope of services in our quotation will incur an extra charge. These extra charges will be quoted to you before the commencement of any additional work.
Where a one-off website project is quoted, we require an advance deposit payment of fifty per cent (50%) of the quotation before the work is commenced. The remaining fifty per cent (50%) of the quotation will be due upon completion of the work prior to the website launch, send or live campaign.
We reserve our right to charge you for third-party software or platforms we use in providing our services to you.
Payment for services is due by direct debit, direct bank deposit, or Stripe payment as set out in our quotation.
3. Client Sign-Off: From time to time, you may be required to sign-off on proofs and drafts provided by us. We take no responsibility for errors in final materials that you have approved. We will take all reasonable steps to avoid mistakes when providing the services but shall incur no liability should errors be found after you have given approval.
Where client sign-off was is not required, or received, you agree not to hold us liable for any delays, errors or omissions in the materials provided or published. we shall incur no liability should errors be found.
4. Turnaround Time: We will make best endeavours to deliver or provide your project by any date or timeframe agreed between us. However, time is not of the essence and you agree not to hold us liable for any delays whatever the cause. the agreed date, wherever possible. We will not be held liable for any delay caused by any factors.
5. Payment: We will invoice you periodically (usually monthly). Invoices are normally sent by email. Payment terms are 7 days from the date of the invoice and collected via direct debit, direct bank deposit, or Stripe payment.
Invoices that remain unpaid for thirty (30) days after the date of the invoice incur interest in the amount of 2% per month of the total gross amount due. If we must take any debt recovery action after the lapse of our payment terms, act to recover our costs, you will be required to pay the cost of that action (including legal fees).
6. Default: Invoices that remain unpaid for thirty (30) days after the date of the invoice will be considered in default. If you are in default, we reserve the right to suspend performance of the services and remove any material from the public domain. You agree that we are not responsible for any loss of data or any other direct or indirect consequences as a result of incurred due to the removal of any material or suspension of any service. Removal of such material does not relieve you of your obligation to pay any outstanding fees or charges.
7. Client information: You may be required to provide us with documentation/information for the provision of the services. We accept no liability in connection with that documentation/information, which we assume is correct and current. You are responsible for providing us with login details, access or other information in a timely manner required by us to provide the services. Your failure to do so when we have conducted the services will not constitute grounds for any price reduction or discount.
8. Post-handover alterations: We may, in our sole discretion, make post-handover alterations. We do not accept responsibility for any alterations made by you, or a third party, once a project is installed, live and operational.
9. Domain names: We may purchase internet domain names on behalf of a client. Payment and renewal for those domain names is charged by and paid to us. We take no responsibility for any loss or cancellation of a domain that is brought about by your non-payment - or late - payment.
10. Termination: This Agreement may be terminated in writing by either party, with the following notice periods:;
(a) If notice is given between the 1st and 21st day of a month (both dates inclusive) then the notice period is to the end of that month;
(b) If notice is given between the 22nd and last day of a month (both dates inclusive) then the notice period is to the end of the following month.
Note: for example, if you gave us notice of termination on 21 July 2023, then this agreement would terminate on 31 July 2023. If you gave us notice of termination on 22 July 2022, then this agreement would terminate on 31 August 2022.
(c) In any event, you must pay us for all work conducted by us until the end of the notice period.
11. Ownership: We retain full ownership of all items relating to the services including (but not limited to) strategy plans, promotional plans and files, until full and final payment has been received for the services at which time ownership is automatically transferred to you. Project methodology and process will be retained by us.
12. Copyright: You retain the copyright to data, files and logos you provide to us, and grant us the right to use and publish that material. You must obtain permission to use any information and/or files that do not belong to you and grant us permission and rights to use that material. You agree to indemnify us for any claim resulting from your failure to obtain permission or otherwise breach of any third parties intellectual property rights. failure to obtain permission.
13. Intellectual Property: Any functions, coding, programming or other systems that we create to perform the services remain the property of us unless otherwise specifically stated.
14. Credit: We reserve the right to place a link to Aoki Studios LLC or other business names owned by us at the bottom of your website, where the website was created by us, or on a credits page on the website. If you prefer this not to happen, please let us know.
15. Access Requirements: If your website is installed on a third-party server, we must be granted temporary access for any alterations or other tasks required in providing you with the services.
16. Disclaimers, exclusions and liability: We do not guarantee that the services will produce a particular outcome. We are not responsible in any circumstances to you for any increase in profit, loss of profit, or damage or loss, however caused. Our total liability to you for any claims arising out of or in connection with services under any statutory right that cannot be limited is limited to the cost of re-supplying the services.
17. Indemnity: You shall indemnify us against any loss or damage which results from your breach of this Agreement or failure to abide by any of its terms. You agree to indemnify us against any liability or loss from any third-party claims against you arising out of or in relation to our services.
18. Relationship with other clients: We provide services to other clients, some of whom may be in competition with you or have interests that conflict with your own. We will not be prevented or restricted by virtue of our relationship with you under this Agreement from providing services to other clients.
19. Confidentiality: Unless required to disclose by law, we will keep confidential any knowledge or information obtained during our engagement, which is confidential in nature relating to the business strategies, intellectual property, consumer data, products, services or processes related to you.
20. Acceptance: You will be deemed to have accepted these Terms by confirming acceptance with us in writing or by continuing to instruct us to provide you with services. on your matter(s).
21. Variation: We reserve the right to change these Terms at any time and without prior notice.
22. Entire Agreement: These Terms and any quotation provided to you are the entire agreement in respect of the provision of our services to you and supersede all previous representations, understandings or agreements.
23. Governing Law: These Terms are governed by the laws of New York, NY. The parties submit to the exclusive jurisdiction of the Courts of New York.