These Terms and Conditions, together with the Proposal / Quote Estimate supplied to the Client, constitute the entire contract between 4to Studio LLC and the Client for the provision of creative, production, and design services. By accepting the Proposal — whether in writing, electronically, or by allowing work to commence — the Client agrees to be bound by these Terms.

1. Definitions:

“4to Studio” or “Studio” means 4to Studio LLC, a Florida limited liability company (EIN 93-3032884), with its principal place of business in Miami, Florida.

“Client” means the individual, company, or entity that has accepted a Proposal from 4to Studio.

“Contract” means these Terms and Conditions together with the applicable Proposal.

“Proposal” means the written quote estimate, scope of work, or project brief issued by 4to Studio.

“Deliverables” means all final files, artwork, video, photography, copy, or other creative outputs specified in the Proposal.

“Working Files” means all source, layered, editable, or project files (including but not limited to .ai, .indd, .psd, .prproj, .aep, .ae) used to produce the Deliverables.

“Change Order” means a written amendment to the Proposal describing additional work, cost, and timeline impact, signed by both parties.

“Business Days” means any day other than Saturday, Sunday, or a US federal public holiday.

“Confidential Information” means any information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential, given the nature of the information.

2. Governing Law & Jurisdiction

2.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

2.2  Jurisdiction

Any dispute, claim, or controversy arising out of or relating to this Agreement that is not resolved by arbitration under Clause 19 shall be subject to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida. Both parties hereby irrevocably consent to personal jurisdiction and venue in such courts.

2.3  International Clients

Where the Client is located outside the United States, this Agreement nonetheless remains governed exclusively by Florida law. The Client agrees that any legal proceedings shall be conducted in English in Miami-Dade County, Florida.

3. Basis of Contract

3.1  Offer and Acceptance

The Proposal constitutes an offer by 4to Studio to supply Services in accordance with these Conditions. The Contract shall come into existence when the Client issues written or electronic acceptance of the Proposal, including acceptance via DocuSign or equivalent e-signature platform.

3.2  Electronic Signatures

The parties agree that electronic signatures — including signatures executed via DocuSign or similar e-signature services — are legally valid and binding to the same extent as original handwritten signatures for all purposes under this Agreement.

3.3  Deemed Commencement

If the Client requests that work commence before formal written acceptance is received, the Contract shall be deemed to have commenced at the point work begins, and the Client shall be bound by these Terms in full from that date.

3.4  Entire Agreement

The Contract constitutes the entire agreement between 4to Studio and the Client. The Client acknowledges that it has not relied on any representation not set out in the Contract. These Conditions exclude any terms the Client seeks to impose, whether by amendment or trade custom.

3.5  Proposal Validity

Any Proposal issued by 4to Studio is valid for 20 Business Days from the date of issue, after which it may be revised or withdrawn at 4to Studio’s discretion.

3.6  Conflicting Clauses

If these Conditions and the Proposal contain conflicting provisions, the Proposal shall prevail.

4. Payment Terms

4.1  Deposit Requirement

Unless otherwise specified in the Proposal, all projects require a non-refundable deposit of 50% of the total Proposal value before any work commences. The remaining balance shall be due upon delivery of final files. 4to Studio reserves the right to withhold Deliverables until all outstanding balances are paid in full.

4.2  Invoice Settlement

Invoices shall be settled by bank transfer into 4to Studio’s nominated account within 7 Business Days of the invoice date for US-based clients. International clients shall settle invoices within 14 Business Days unless otherwise agreed in the Proposal.

4.3  Late Payment Interest

If any invoice is not paid by the due date, interest shall accrue on the outstanding balance at 1.5% per month (18% per annum), calculated daily from the due date until payment is received in full. 4to Studio reserves the right to suspend all work and withhold all Deliverables if any invoice becomes 14 or more days overdue. 4to Studio shall not be liable for any project delays arising from a suspension caused by the Client’s failure to pay.

4.4  Collection Costs

If 4to Studio engages a collection agency or legal counsel to recover unpaid invoices, the Client shall be responsible for all reasonable collection costs, attorney fees, and court costs incurred, in addition to the outstanding invoice balance and accrued interest.

4.5  Currency

All Proposals, invoices, and payments shall be denominated and settled in United States Dollars (USD) unless otherwise agreed in writing. The Client is solely responsible for any currency conversion costs, international wire transfer fees, or correspondent bank charges. Payments received net of such charges shall not constitute full payment — the Client must ensure 4to Studio receives the full invoiced amount.

4.6  IP Retention

4to Studio retains full ownership of all work product, including Deliverables, until the Client has paid all outstanding invoices in full.

4.7  Third-Party Costs

The Proposal excludes third-party costs such as photography, illustration, stock licensing, video production, sound recording, printing, or external platform fees, unless expressly included. Such costs will be quoted separately and invoiced to the Client.

5. Scope of Services & Change Orders

5.1  Services

4to Studio will provide the services described in the Proposal. As an assignment develops, 4to Studio will discuss any necessary variations to scope or cost at the earliest opportunity.

5.2  Revisions

Unless otherwise specified, the Proposal includes 2 rounds of revisions on each deliverable following presentation of an initial concept. Additional revisions shall be charged at 4to Studio’s then-current hourly rate.

5.3  Change Order Process

Any request for work beyond the agreed Proposal scope must be submitted in writing. 4to Studio will provide a written Change Order detailing the additional work, timeline impact, and additional cost. No additional work shall commence until a Change Order is approved in writing by an authorised representative of the Client. 4to Studio shall not be bound by verbal instructions to amend scope.

5.4  Client Approval Deadlines

The Client agrees to review and respond to all submissions, concepts, proofs, and approval requests within 5 Business Days of receipt. If the Client fails to respond, 4to Studio will send a written reminder. If no response is received within a further 5 Business Days of the reminder, the submitted work shall be deemed approved and 4to Studio may proceed to the next stage or issue a final invoice.

5.5  Project Suspension

If a project is placed on hold by the Client for more than 30 consecutive days, 4to Studio reserves the right to invoice for all work completed to date. If the Client fails to respond to communications for 30 consecutive Business Days without prior written notice, 4to Studio may declare the project abandoned, invoice for all work completed, retain all deposits, and treat any subsequent resumption as a new engagement subject to a new Proposal.

5.6 Suspension Fee

Client acknowledges that 4to Studio reserves capacity exclusively to perform the Services within the agreed timeline. If Client causes a project delay of more than 5 Business Days through failure to provide required materials, approvals, or payments (a Client Delay), 4to Studio may charge a Suspension Fee equivalent to 4to Studio’s standard hourly rate for idle time caused by such delay, unless 4to Studio secures other billable work for that period. Client acknowledges that any Client Delay may also extend the project delivery timeline by an equivalent number of days, which shall not constitute a breach by 4to Studio.

5.7  Incidentals

Couriers, printed proofs, or other project incidentals, if required, shall be charged to the Client.

5.8  Force Majeure

4to Studio shall not be liable for delay or failure to perform where such delay arises from circumstances beyond 4to Studio’s reasonable control, including but not limited to acts of God, natural disasters, government actions, pandemic, power failure, internet disruption, or civil unrest. 4to Studio will notify the Client in writing within 5 Business Days of becoming aware of any such event. If the force majeure event continues for more than 60 days, either party may terminate the Contract by written notice, provided that the Client shall remain liable for all work completed to date.

5.9  Termination by Client

Should the Client wish to terminate the Contract after work has commenced, the Client shall be invoiced for all work completed to date plus committed third-party costs. Upfront deposits are non-refundable and shall be applied as cancellation / kill fees.

6. Scoping

6.1  Scope Document

For brand development, website, app, media production, and editorial projects, 4to Studio will provide a scoping document detailing the agreed functionality and deliverables. Any work beyond the signed scoping document constitutes a change and shall be handled via a Change Order under Clause 5.3.

7. Content & Materials

7.1  Client Content

It is the Client’s responsibility to provide all required information, copy, and graphic materials in a suitable digital format. 4to Studio accepts no responsibility for errors in content supplied by the Client. Changes required to correct Client-supplied errors may be charged at standard rates.

7.2  File Formats

Copy should be supplied as Microsoft Word documents. Images should be supplied at 300 DPI for print use. Data for charts and infographics should be supplied in Excel. Failure to supply materials in accessible formats may result in additional charges.

7.3  Image Ownership

4to Studio will assume all images supplied by the Client are owned by the Client or validly licensed for the intended use. The Client agrees to indemnify 4to Studio from any claims arising from Client-supplied images or content. Images sourced from Google Search may not be used without appropriate licensing.

7.4  Images of Children

Where the Client provides images of minors, 4to Studio will assume the Client holds all necessary consents and permissions for the intended use of those images.

7.5  Client Branding Permission

The Client grants 4to Studio permission to use the Client’s logos and brand identity solely for the purpose of completing the contracted project.

7.6  AI-Assisted Creation

4to Studio may, at its discretion, utilise AI-powered tools as part of its creative workflow. Where a Client requires confirmation that final Deliverables contain no AI-generated content, this requirement must be specified in writing in the Proposal prior to commencement. Additional fees may apply for AI-free production mandates. 4to Studio will inform the Client of significant AI contributions to Deliverables upon request.

7.7  Drone Operations

Where aerial/drone footage is included in the Proposal, all drone operations shall be conducted in compliance with applicable FAA regulations. The Client is responsible for ensuring filming locations permit drone operations, including obtaining any required landowner permissions or airspace authorisations. 4to Studio shall not be liable for failure to capture drone footage at locations where operations are legally restricted. Costs of location-specific drone permits shall be charged to the Client.

8. Confidentiality

8.1  Mutual Confidentiality
Both parties agree to keep Confidential Information received from the other party confidential. Each party agrees not to disclose the other’s Confidential Information to any third party without prior written consent, and to use the other’s Confidential Information only for the purposes of performing obligations under this Agreement.

8.2  Permitted Disclosures

4to Studio may disclose Client information to: (i) service providers authorised by the Client and involved in the assignment; (ii) 4to Studio affiliates; and (iii) subcontractors engaged to deliver components of the project, subject to equivalent confidentiality obligations.

8.3  Exceptions

Confidential Information does not include information that: (a) is publicly available through no fault of the receiving party; (b) was already known to the receiving party before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided prompt written notice is given to enable the disclosing party to seek a protective order.

8.4  Data Protection

Each party shall comply with all applicable data protection and privacy laws. To the extent 4to Studio processes personal data on behalf of the Client, 4to Studio shall do so only in accordance with the Client’s instructions and shall implement appropriate measures to protect against unauthorised processing. Please refer to 4to Studio’s Privacy Policy at 4tostudio.com/privacy-policy.

9. Intellectual Property

9.1  General Creative Knowledge
4to Studio may apply general creative skills, methodologies, and non-confidential know-how developed during an engagement in future work for other clients. However, 4to Studio shall not use or disclose any Client-specific Confidential Information, trade secrets, unreleased product information, or proprietary business strategy in work for other clients, and shall not reproduce or substantially copy any Deliverable paid for by the Client.

9.2  Ownership Upon Full Payment

All Deliverables — including creative works, campaign materials, artwork, copy, and production outputs — shall become the Client’s property upon full payment of all invoices. Until full payment is received, all rights remain with 4to Studio.

9.3  Portfolio Rights

4to Studio retains the right to showcase completed work on its website, portfolio, social media channels, and award submissions solely for the purpose of promoting 4to Studio’s services, unless the Client requests confidentiality in writing at the time of project commencement.

9.4  Working Files

4to Studio retains full copyright ownership of all Working Files. Working files are not included in project deliverables. If the Client requires Working Files, this must be requested and quoted separately. A Working File Release Agreement will be issued and must be executed before files are provided.

9.5  Copyright Licence

Any copyright licence granted to the Client shall have its specific terms, scope, exclusivity, compensation, and list of licensed works set out in the Proposal.

9.6  Photography & Video Usage Rights

Unless otherwise specified in the Proposal, the Client is granted a non-exclusive, non-transferable licence to use delivered photography and video content for the specific purpose, media, geographic territory, and duration set out in the Proposal. Use beyond the licensed scope — including broadcast, out-of-home advertising, third-party licensing, or international distribution — requires a separate licensing agreement and additional fees. 4to Studio retains all rights not expressly granted.

10. Indemnity

10.1  Client Indemnity
All services may be used for lawful purposes only. The Client agrees to indemnify, defend, and hold 4to Studio harmless from any claims, liabilities, damages, losses, or expenses (including reasonable attorney fees) arising from: (i) the Client’s use of 4to Studio’s services; (ii) content, materials, or instructions provided by the Client; (iii) the Client’s breach of these Terms; or (iv) the Client’s infringement of any third-party intellectual property rights.

11. Liability

11.1  Disclaimer of Warranties
The services provided by 4to Studio are provided on an “as is” basis. To the maximum extent permitted by applicable law, 4to Studio expressly disclaims all warranties, whether express, implied, statutory or otherwise, including without limitation any implied warranty of merchantability, fitness for a particular purpose, or non-infringement. 4to Studio does not warrant that the services will meet specific business objectives or that any creative work will achieve particular commercial results.

11.2  Liability Cap

4to Studio’s total cumulative liability to the Client for all claims, losses, damages, and expenses arising from or relating to this Agreement — whether in contract, tort (including negligence), or otherwise — shall not exceed the total fees actually paid by the Client to 4to Studio under the relevant Proposal during the 12 months preceding the claim.

11.3  Exclusion of Consequential Damages

In no event shall 4to Studio be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of revenue, loss of profits, loss of business, loss of goodwill, loss of data, or loss of anticipated savings, even if 4to Studio has been advised of the possibility of such damages.

11.4  Accuracy of Information

4to Studio will assume all information provided by the Client is complete and accurate. 4to Studio accepts no liability for errors arising from inaccurate or incomplete Client-supplied information.

12. Dispute Resolution & Arbitration

12.1  Good Faith Negotiation
In the event of any dispute arising from or relating to this Agreement, the parties agree to first attempt resolution through good faith negotiation. The party asserting the dispute shall provide written notice to the other party detailing the nature of the dispute. The parties shall have 30 days from receipt of such notice to resolve the dispute through negotiation.

12.2  Binding Arbitration

If the dispute is not resolved within 30 days of the written notice, either party may submit the dispute to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Miami-Dade County, Florida, conducted in English. The decision of the arbitrator shall be final and binding on both parties and may be entered as a judgment in any court of competent jurisdiction.

12.3  Equitable Relief

Notwithstanding Clause 12.2, 4to Studio retains the right to seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information without first submitting to arbitration.

12.4  Costs

Each party shall bear its own costs in arbitration proceedings unless the arbitrator determines otherwise. 4to Studio’s reasonable attorney fees shall be recoverable in any successful action to enforce payment of outstanding invoices.

13. Variation

13.1  Amendment
These Terms and Conditions may be varied by written agreement between both parties, including via Change Order or electronic communication confirmed in writing by both parties. Any variation shall not affect rights or obligations already accrued.

14.Recruitment Ban 

14.1  Non-Solicitation
Neither party shall, during the term of the Contract and within 12 months of its termination, employ or engage persons who were involved in performing the Contract on behalf of the other party, or conduct negotiations with such persons about employment, without the prior written consent of the other party. If a party employs such a person in breach of this clause, that party undertakes to pay the other party an amount equal to the reasonable recruitment and replacement costs incurred.

15. No Partnership

15.1  Independent Contractors
Nothing in this Contract is intended to, or shall be deemed to, constitute a partnership, joint venture, employment, or agency relationship between the parties. No party shall have authority to act as agent for, or to bind, the other party in any way.

16. Third Parties

16.1  No Third-Party Rights
Save where expressly provided in the Contract, a person who is not a party to the Contract shall have no rights under or in connection with it.

17. Electronic Communication

17.1  Email Communication
The parties may communicate via email and electronic platforms. Both parties acknowledge the risks associated with electronic communication, including distortion, delays, interception, and viruses, and agree not to hold each other liable for damages incurred solely as a result of such risks.

17.2  Security

The parties shall take reasonable precautions to avoid such risks. Where a party is in doubt about the content of a received electronic message, the version held by the sender shall be decisive.

18. Time Limit for Claims

18.1  Limitation Period
Except where otherwise provided, the Client’s right to make any claim under the Contract shall lapse 6 months from the date the damage occurred or came to the Client’s attention (whichever is later), and in any event after 5 years from the date of occurrence of the damage.

19. Waiver of Rights

19.1  No Waiver by Inaction
A waiver of any right is only effective if in writing. No failure or delay by a party in exercising any right or remedy shall constitute a waiver. Rights arising under the Contract are cumulative and do not exclude rights provided by law.

20. Severance

20.1  Invalid Provisions
If any provision of the Contract is found by a competent authority to be invalid, illegal, or unenforceable, that provision shall be deemed deleted to the extent required. The validity and enforceability of the remaining provisions shall not be affected. If an invalid provision would be valid with modification, it shall apply with the minimum modification necessary to make it legal and enforceable.