Terms of Service

In these Terms, the following expressions have the meanings set out below: “the Studio”, “we”, “us” and “our” mean Xylora Studios, the operator of the website at xylorastudios.com; “the Client”, “you” and “your” mean the natural or legal person who instructs the Studio or accepts a Quote; “Commission” means any engagement of the Studio by the Client, whether under a packaged offering or a bespoke statement of work; “Quote” means any written estimate, package page, invoice, checkout summary or statement of work issued by the Studio; “Deliverables” means the materials, files and outputs the Studio agrees to provide under a Commission; and “Site” means xylorastudios.com and its sub-pages.

References to a statute or statutory provision include any subordinate legislation made under it and any successor provision. The headings in these Terms are for convenience only and do not affect their construction. The singular includes the plural and vice versa. The expressions “including” and “in particular” are illustrative and do not limit the words preceding them.

These Terms apply to all dealings between the Studio and the Client, including the Client’s use of the Site, the reservation of any package, the submission of any brief, the payment of any deposit or invoice, the holding of any customer account, and the performance by the Studio of any Commission. By engaging the Studio or accessing the Site, the Client accepts these Terms in full.

A contract for a Commission is formed on the earlier of (a) the Studio’s written confirmation of acceptance of the Client’s instructions, and (b) receipt by the Studio of cleared funds in respect of the deposit or full fee specified in the Quote. Where any signed statement of work or accepted Quote conflicts with these Terms, the more specific written document shall prevail in respect of that Commission only.

The Studio reserves the right, acting reasonably, to decline any brief that falls outside its operational capacity, conflicts with its professional standards, would expose the Studio to legal or reputational risk, or cannot be delivered to a professional standard within the requested scope and timeframe.

The Client warrants that it is at least 18 years of age (or the age of majority in its jurisdiction of habitual residence) and that it has full legal capacity to enter into a binding contract on these Terms.

Where these Terms are accepted on behalf of a body corporate, partnership, unincorporated association, public body or other legal entity, the individual accepting these Terms warrants that he or she has full authority to bind that entity, and that entity shall be jointly and severally liable with the individual for all obligations arising under these Terms, including without limitation payment, warranties and indemnities.

Each Quote sets out the scope of work, deliverables, assumptions, exclusions, revision allowances, milestones, dependencies and fees applicable to the relevant Commission. Unless the Quote states otherwise, every Quote remains open for acceptance for a period of thirty (30) days from its date of issue, after which it lapses automatically and any subsequent engagement shall require a fresh Quote.

The agreed scope shall comprise the work expressly listed in the accepted Quote. Additional pages, features, exports, formats, integrations, edits, redraws, reshoots, revisions, meetings, expedited delivery or post-completion support not so listed constitute variations and shall be the subject of a separate Quote and additional fees. No variation shall take effect unless and until agreed by the Studio in writing.

The Studio shall not be obliged to treat work as forming part of the agreed scope merely because it is related to, ancillary to, or arises from the subject matter of the original brief.

All fees are exclusive of value added tax and any other applicable taxes or duties, which shall, where chargeable, be payable by the Client in addition.

Unless otherwise specified in the Quote, the Client shall pay a non-refundable deposit in the percentage stated, which secures the Studio’s production slot and covers scoping, administration, scheduling, early review and the opportunity cost of forgoing other engagements. The balance shall be payable in accordance with the milestone schedule set out in the Quote.

Payment shall be made through the regulated payment service provider engaged by the Studio. The Client warrants that all billing information supplied is accurate and that the Client has lawful authority to use the chosen payment method.

Without prejudice to any other right or remedy, the Studio may suspend performance of any Commission, withhold handover, withhold approval of any customer account, and decline to issue further revisions where any sum due remains unpaid beyond the due date specified in the relevant invoice. Interest may, at the Studio’s discretion, accrue on overdue sums at the statutory rate from time to time in force under applicable late-payment legislation.

The Studio operates a finite production calendar. Cleared deposits are allocated to production slots in the order in which they are received, save where a written priority agreement, retainer or expedited-delivery arrangement is in force. Unpaid Quotes, saved baskets, exploratory enquiries and informal expressions of interest do not reserve any slot.

The Studio may, acting reasonably, reschedule a reserved slot where a force majeure event, key-contributor unavailability, sensitive production conflict, security incident or third-party platform outage renders the original schedule unworkable. Where a slot is rescheduled by the Studio, the Client shall be offered the next equivalent slot at no additional charge.

The Client shall provide promptly and at its own cost all briefs, copy, brand assets, references, credentials, decisions, approvals and other materials reasonably required by the Studio in order to perform the Commission. Delay attributable to the Client shall extend any applicable timeline on a day-for-day basis and may, at the Studio’s discretion, give rise to additional fees.

The Client warrants that all materials supplied to the Studio (i) are accurate and lawful, (ii) do not infringe the intellectual property, privacy, publicity or other rights of any third party, and (iii) are licensed for the use required by the Commission. The Client grants the Studio a non-exclusive, royalty-free, worldwide licence to use those materials solely for the purpose of performing the Commission.

The Client shall indemnify the Studio, its officers, employees, contractors and collaborators against any and all claims, losses, fines, settlements and reasonable legal costs arising out of or in connection with any breach by the Client of the warranties set out in this clause, save to the extent caused by the wilful misconduct or gross negligence of the Studio.

The number of revision rounds included in the fee is set out in the Quote. A “revision round” means a single consolidated set of feedback issued by the Client; it does not entitle the Client to unlimited sequential adjustments. Feedback shall be issued in writing, in a clear and actionable form, and shall be consolidated wherever practicable.

Where a Deliverable is technical in nature, the Client shall be afforded a defect notification period of fourteen (14) days from handover within which to test against the agreed acceptance criteria and to report any defect in writing with reproducible steps. Defects reported within that period shall be remedied at no additional charge.

Issues arising from Client modification post-handover, third-party changes, browser or runtime updates released after handover, content updates, or any matter outside the agreed acceptance criteria shall not constitute defects and shall be addressed under a separate Quote. Failure by the Client to issue a written notice of defect within the defect notification period shall constitute deemed acceptance of the Deliverable.

Any timeline communicated by the Studio is an estimate only unless the Quote expressly designates a date as fixed. Timelines shall be computed from the later of (a) the date on which the deposit clears, and (b) the date on which the Studio has received all materials, credentials and decisions necessary to commence work.

Time shall not be of the essence under these Terms. Delay caused by late feedback, incomplete materials, third-party outages, payment failure, variations or any other matter outside the Studio’s reasonable control shall extend the timeline accordingly.

Deliverables may be provided through such means as the Studio reasonably determines, including links, repositories, file exports, account credentials or written instructions. Source files shall be provided only where expressly included in the Quote.

The Studio may withhold handover of any Deliverable until (i) all sums due in respect of the Commission have been received in cleared funds, (ii) the Client has signed off the relevant milestone, and (iii) any necessary access verifications have been completed. Once handover has occurred, the Client shall be responsible for the safekeeping of all materials so delivered.

Subject to payment in full of all sums due under the relevant Commission, the Studio shall grant the Client a non-exclusive, perpetual, worldwide licence to use the final Deliverables for the purposes described in the Quote. Where the Quote expressly so provides, the Studio shall assign such intellectual property in the final Deliverables to the Client as is specified, such assignment to take effect upon receipt of payment in full.

All drafts, rejected concepts, methodologies, reusable components, frameworks, templates, processes, tools and know-how developed or used by the Studio shall remain the sole property of the Studio and may be reused on other engagements.

Deliverables may incorporate open-source software, third-party libraries, marketplace assets, fonts, stock media, plugins and reusable studio modules, each of which shall remain governed by its own licence terms. The Studio shall take reasonable care that included components carry licences compatible with the Client’s intended commercial use, but the Client shall be responsible for ongoing compliance with attribution requirements, copyleft obligations and any restrictions tied to the Client’s particular downstream use.

Unless the Quote expressly provides otherwise, all ongoing costs of third-party services required to operate the Deliverables — including hosting, domain registration and renewal, DNS, transactional email, content delivery, storage, observability, paid plugin subscriptions, paid application programming interface quotas, paid font licences and similar recurring charges — shall be borne by the Client and held in the Client’s own account.

Where the Studio procures any such third-party service on the Client’s behalf during the course of a Commission, administrator access shall be transferred to the Client at the appropriate milestone. Any subsequent lapse, suspension, downgrade or loss of service caused by the Client’s failure to maintain payment shall not constitute a defect in the Studio’s delivery.

Each party shall keep confidential all non-public information disclosed to it by the other party in connection with a Commission, shall use such information solely for the purpose of performing or receiving the Commission, and shall not disclose it to any third party save to its officers, employees and contractors who have a reasonable need to know and who are bound by equivalent obligations of confidentiality.

Notwithstanding the foregoing, the Studio shall be entitled to display completed Deliverables in its portfolio, on the Site, in case studies and in pitch materials, and to identify the Client as a customer of the Studio, unless the Client has given prior written notice to the contrary. The Studio shall be willing to review and execute a reasonable non-disclosure agreement before receipt of any sensitive materials.

Access to any customer account on the Site is granted only following a qualifying payment and the Studio’s approval. Sign-in links, one-time codes and other credentials are personal to the named account holder and shall not be shared.

The Studio reserves the right to refuse, suspend or terminate access where (i) payment fails or a chargeback is opened, (ii) these Terms are breached, (iii) credentials are misused, or (iv) the Studio reasonably considers such action necessary to protect the Site or other customers.

The Client shall not, and shall not permit any third party to: (a) attack, scrape, overload, reverse engineer, decompile or otherwise disrupt the Site or its infrastructure; (b) submit unlawful, harmful, misleading, infringing or abusive material through any form or contact mechanism; (c) impersonate any other person or misuse any payment method; or (d) attempt to circumvent any bot mitigation, account control, payment verification or administrative workflow operated by the Studio.

Where the performance of a Commission involves the processing of personal data on behalf of the Client, the Studio shall act as a processor and the Client as controller for the purposes of the United Kingdom General Data Protection Regulation and the Data Protection Act 2018. Such processing shall be carried out solely in accordance with the documented instructions of the Client, the Studio’s Privacy Policy and any executed data-processing addendum.

International transfers of personal data shall be effected under appropriate safeguards. The Studio’s sub-processors are listed in the Privacy Policy and may be updated from time to time upon reasonable prior notice to the Client.

The Studio warrants that the services comprised in each Commission shall be performed with the reasonable skill and care to be expected of a competent professional studio engaged in services of a similar nature. To the maximum extent permitted by law, all other warranties, conditions, terms and representations, whether express or implied by statute, common law or otherwise, are hereby excluded.

The Studio gives no warranty as to commercial outcome, including without limitation any guarantee of sales, audience growth, search ranking, platform approval, funding, virality or any other commercial result, save where expressly given in writing.

Nothing in these Terms shall limit or exclude the liability of either party for (a) death or personal injury caused by negligence, (b) fraud or fraudulent misrepresentation, or (c) any other liability which cannot lawfully be limited or excluded.

Subject to clause 18.1 above, the Studio’s total aggregate liability arising out of or in connection with any Commission, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not in any event exceed the total amount paid by the Client to the Studio in respect of that Commission.

Subject to clause 18.1 above, the Studio shall not be liable for any loss of profit, loss of revenue, loss of business, loss of opportunity, loss of goodwill, loss of anticipated savings, loss or corruption of data, or for any indirect, special or consequential loss howsoever arising, even if the possibility of such loss was notified to the Studio in advance.

Either party may terminate a Commission with immediate effect by written notice to the other if the other party (a) commits a material breach of these Terms that is either irremediable or, being remediable, is not remedied within fourteen (14) days of written notice requiring its remedy, or (b) becomes insolvent, enters into liquidation, has a receiver or administrator appointed over any of its assets, or ceases or threatens to cease to carry on business.

Without prejudice to its other rights, the Studio may suspend performance and/or withhold delivery where (i) any invoice is overdue, (ii) a chargeback is initiated in respect of a paid invoice, (iii) credentials supplied to the Studio are revoked, or (iv) continued performance would expose the Studio to legal, regulatory or reputational risk.

On termination of a Commission, the Client shall remain liable for all fees and disbursements accrued up to the effective date of termination, including booked studio time that cannot reasonably be reallocated. Clauses which by their nature are intended to survive termination shall do so, including without limitation those relating to intellectual property, confidentiality, limitation of liability, indemnities and governing law.

Neither party shall be liable for any failure or delay in the performance of its obligations (other than an obligation to make payment) to the extent that such failure or delay is caused by events beyond its reasonable control, including without limitation acts of God, war, terrorism, sanctions, civil unrest, government action, epidemic, pandemic, large-scale internet outage, denial-of-service attack affecting critical providers, prolonged platform outage, fire, flood or extreme weather.

The affected party shall notify the other party promptly, shall use reasonable endeavours to mitigate the impact of such event, and shall resume performance as soon as reasonably practicable. Where such event continues for more than sixty (60) consecutive days, either party may terminate the affected Commission by written notice without further liability save in respect of accrued fees.

Any formal notice required or permitted to be given under these Terms shall be in writing and shall be sent through the Studio’s contact form or designated support channel, with a copy to the project channel of record. Notices shall be deemed received on the next working day following dispatch, save where an automated bounce or rejection is received, in which case the sending party shall use an alternative agreed channel. Casual correspondence sent on unrelated channels shall not constitute formal notice.

The Client shall not assign, novate, sub-licence, charge or otherwise dispose of any of its rights or obligations under any Commission without the prior written consent of the Studio, save in connection with a bona fide corporate reorganisation. The Studio may engage subcontractors, freelancers and specialist collaborators for the purpose of performing any Commission, provided that the Studio shall remain responsible for their acts and omissions as if they were its own.

No variation of these Terms shall be effective unless agreed in writing by an authorised representative of each party. A failure or delay by either party to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it enforceable while preserving its commercial intent. If such modification is not possible, the relevant provision shall be deemed deleted and the remaining provisions shall continue in full force and effect.

These Terms, together with the accepted Quote and any executed addenda, constitute the entire agreement between the parties in respect of the relevant Commission and supersede all prior agreements, representations and understandings between them. Each party acknowledges that, in entering into a Commission, it has not relied on any statement, representation, warranty or assurance other than those expressly set out in these Terms.

A person who is not a party to these Terms shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms, save that nothing in this clause shall affect any right or remedy of a third party that exists or is available apart from that Act.

Nothing in these Terms is intended to, or shall be deemed to, establish any partnership, joint venture, agency, fiduciary relationship or employer-employee relationship between the parties. Neither party shall have authority to act on behalf of, or to bind, the other party in any manner.

Where the Client contracts with the Studio as a consumer, nothing in these Terms shall operate to exclude or restrict any non-waivable statutory right available to the Client under applicable consumer protection legislation, including any right of withdrawal or any statutory remedy in respect of services which do not conform to the contract. The limitations contained in these Terms apply only to the extent permitted by law.

These Terms, each Commission, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed by and construed in accordance with the laws of England and Wales.

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim, save that the Studio shall be entitled to seek injunctive or other equitable relief in any court of competent jurisdiction to protect its confidential information, intellectual property or studio infrastructure.

Before commencing any court proceedings, the parties shall use reasonable endeavours to resolve any dispute through good-faith negotiation at senior level for a period of not less than thirty (30) days from the date of written notice of the dispute.

The Studio reserves the right to amend these Terms from time to time. The version in force from time to time shall be the version published on the Site, together with the date of last revision shown above. Amendments shall apply to future use of the Site and to Commissions accepted after the date of revision. Commissions accepted prior to revision shall continue to be governed by the version of these Terms in force at the date of acceptance, unless otherwise agreed in writing.