Terms of Service

Article 01

Definitions & Interpretation

In these Terms of Service ("Terms"), the following definitions apply: "Agency" or "NOÉTIC Studio" refers to NOÉTIC Studio, a brand name owned and operated by Meraj Hossain, a registered sole proprietorship in Dhaka, Bangladesh. "Client" or "You" refers to any individual, company, or organization engaging NOÉTIC Studio for services. "Services" refers to all creative, strategic, and digital services provided by the Agency, including logo design, brand identity systems, UI/UX design, web development, creative direction, campaign design, and related consulting. "Deliverables" refers to all tangible and intangible outputs produced by the Agency under a project engagement, including design files, source code, brand guidelines, digital assets, and documentation. "Proposal" or "Project Agreement" refers to the custom scope of work, timeline, and investment breakdown provided to the Client prior to engagement. "Merchant of Record" refers to Paddle.com, our designated payment processor responsible for handling all global financial transactions on behalf of the Agency.

Article 02

Acceptance of Terms

By engaging NOÉTIC Studio — whether through signing a project proposal, submitting an Engagement Fee, or providing written authorization to commence work — you ("the Client") confirm that you have read, understood, and agree to be bound by these Terms of Service in full. These Terms constitute a legally binding agreement between the Client and NOÉTIC Studio. If you are entering into this agreement on behalf of a company or legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In the event of any conflict between these Terms and a signed Project Agreement, the Project Agreement shall take precedence to the extent of the inconsistency.

Article 03

Scope of Services & Digital Delivery

NOÉTIC Studio provides bespoke creative and digital services as outlined in each Client's individual Project Agreement. All services are delivered digitally unless explicitly agreed otherwise. Service delivery includes: • Design assets delivered in industry-standard formats (AI, PSD, SVG, PNG, PDF, Figma, etc.) • Web development deliverables provided via code repositories, staging environments, or direct server deployment • Brand systems documented through comprehensive brand guideline documents • All communication, feedback, and approvals conducted through digital channels The Agency does not provide physical goods, printed materials, or tangible products unless explicitly included in the Project Agreement.

Article 04

Project Timelines & Client Obligations

All project timelines are estimates provided in good faith based on the scope defined in the Project Agreement. Timelines are contingent upon: a) Timely provision of required materials, content, and brand assets by the Client. b) Prompt feedback and approval within the review periods specified in the Project Agreement (typically five to seven business days per review cycle). c) Adherence to the agreed milestone payment schedule. Delays caused by the Client — including late feedback, scope changes, or delayed payments — may result in adjusted timelines. The Agency is not liable for project delays attributable to Client inaction. If the Client fails to respond to communications or provide required materials for a period exceeding thirty (30) business days, the Agency reserves the right to archive the project. Reactivation may require a new Engagement Fee.

Article 05

Intellectual Property Rights

Intellectual property rights for all Deliverables are governed as follows: a) Pre-Payment: All concepts, designs, code, and creative work remain the exclusive intellectual property of NOÉTIC Studio until full and final payment for the relevant milestone has been received. b) Upon Final Payment: Full intellectual property rights for the agreed Deliverables transfer to the Client. This includes unrestricted commercial and non-commercial usage, modification, distribution, and reproduction rights, and the right to register trademarks for logo and brand identity work. c) Exceptions: The following are retained by the Agency regardless of payment: • The right to showcase the work in the Agency's portfolio and marketing materials (unless a Non-Disclosure Agreement is in effect) • Proprietary tools, frameworks, code libraries, and methodologies developed independently by the Agency • Generic, non-client-specific design elements and patterns d) Third-Party Assets: If Deliverables incorporate licensed third-party assets, the Client is responsible for maintaining valid licenses for those assets.

Article 06

Payment Terms & Merchant of Record

All payments for NOÉTIC Studio services are processed through Paddle.com ("Paddle"), which acts as our Merchant of Record. By submitting payment, the Client is transacting with Paddle, which handles secure payment processing, invoice generation, and sales tax/VAT remittance. Payment terms: a) All engagements require a non-refundable Engagement Fee (typically 30–50% of total project investment) before work commences. b) Subsequent milestone payments are due upon completion of each project phase. c) Final payment is due upon delivery of the last milestone and prior to transfer of final Deliverables and intellectual property rights. d) Invoices are payable within seven (7) business days of issuance unless otherwise agreed. e) Late payments may incur a 2% monthly surcharge and may result in project suspension. All prices quoted are exclusive of applicable taxes unless stated otherwise.

Article 07

Confidentiality

Both parties agree to maintain the confidentiality of all proprietary information exchanged during the engagement, including: • Business strategies, marketing plans, and competitive intelligence • Unreleased brand concepts and creative work • Technical specifications, source code, and system architectures • Financial terms and pricing structures • Customer data and audience insights Confidentiality obligations survive the termination of the engagement for a period of two (2) years, unless the information becomes publicly available through no fault of the receiving party. If a formal Non-Disclosure Agreement (NDA) is required, the Agency is prepared to execute a mutual NDA prior to the commencement of any engagement.

Article 08

Limitation of Liability

To the maximum extent permitted by applicable law: a) NOÉTIC Studio's total liability arising from or in connection with any engagement shall not exceed the total fees paid by the Client for the specific project in question. b) The Agency shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of revenue, loss of business opportunities, loss of data, or reputational harm. c) The Agency is not liable for delays or failures caused by circumstances beyond its reasonable control, including natural disasters, government actions, internet outages, third-party service failures, and pandemics (force majeure). d) The Client acknowledges that creative and design work involves subjective judgment, and the Agency does not guarantee any specific business outcomes, revenue increases, or market performance resulting from the Deliverables.

Article 09

Termination

Either party may terminate a project engagement under the following conditions: a) By the Client: The Client may terminate at any time by providing written notice to [email protected]. Termination is governed by the Refund Policy, including payment for completed milestones and forfeiture of the Engagement Fee. b) By the Agency: The Agency may terminate an engagement if: • The Client materially breaches these Terms or the Project Agreement • Payment obligations are not met within the specified terms • The Client's conduct makes continued collaboration untenable • The Client fails to respond to communications for thirty (30) business days c) Effect of Termination: Upon termination, the Client receives ownership rights only to Deliverables from fully paid and completed milestones. All other work-in-progress remains the property of the Agency.

Article 10

Governing Law & Dispute Resolution

These Terms of Service are governed by and construed in accordance with the laws of the People's Republic of Bangladesh. Any dispute, controversy, or claim arising out of or relating to these Terms shall be resolved as follows: a) Negotiation: The parties shall first attempt to resolve the dispute through good-faith negotiation within thirty (30) days of written notice. b) Mediation: If negotiation fails, the parties agree to submit the dispute to mediation administered by a mutually agreed-upon mediator in Dhaka, Bangladesh. c) Litigation: If mediation is unsuccessful, the dispute shall be submitted to the exclusive jurisdiction of the courts of Dhaka, Bangladesh. The Agency acknowledges and respects applicable international B2B contract standards, including relevant EU directives for European clients.

Article 11

Amendments & Severability

NOÉTIC Studio reserves the right to update or modify these Terms of Service at any time. Updated Terms take effect immediately upon publication on this page. Clients with active project engagements will be notified of material changes via email at least fourteen (14) days prior to the changes taking effect. If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. For questions regarding these Terms, contact us at [email protected].