Terms of service

1. Who we are

These terms govern all work commissioned from [LEGAL ENTITY NAME], [a company registered in England and Wales, company number [NUMBER], registered office [ADDRESS]] ("we", "us", "the Studio"), trading as Gong Zai.

Contact: work@gong-zai.com

2. These terms

By placing an order you accept these terms. Where we issue a separate written proposal, quotation or statement of work for a project, that document and these terms together form the contract. If they conflict, the project document takes precedence.

We may update these terms. The version in force when you place your order governs that order.

3. Business customers

Our services are offered to customers acting in the course of a business. If you are buying as a consumer, section 12 applies to you and takes precedence over anything inconsistent in these terms.

4. What we provide

We design brand characters, character families, toy and figure designs, expression and pose sheets, and character guidelines. The specific deliverables, format, number of concepts and number of revision rounds for your project are set out in your project document.

Anything not listed in your project document is out of scope. We will quote separately for additional work.

5. Fees and payment

  • Fees are as stated in your project document or at checkout, and are [exclusive / inclusive] of VAT.
  • Unless agreed otherwise, we require [50]% before work begins and the balance on approval of final deliverables.
  • The initial payment covers work scheduled and time reserved, and is non-refundable once we have begun work, except as set out in section 7.
  • Final files are released, and the rights in section 9 transfer, only on receipt of payment in full.
  • We may charge interest on late payment under the Late Payment of Commercial Debts (Interest) Act 1998.

6. Your responsibilities

You agree to:

  • provide a brief, brand materials and feedback within a reasonable time;
  • nominate one person with authority to approve work;
  • confirm that any material you supply to us (names, logos, references, existing characters) does not infringe anyone else's rights, and indemnify us against claims that it does.

If a project is paused by you for more than [60] days, we may treat it as cancelled under section 7 and invoice for work completed.

7. Changes and cancellation

Revisions. Your project document states the number of revision rounds included. Further rounds, or changes to an approved direction, are chargeable at [£RATE] per hour or by prior quotation.

If you cancel. You may cancel in writing at any time. You pay for all work carried out up to that point, plus any non-cancellable costs we have committed to on your behalf. The initial payment is set against that amount. Rights in unpaid work do not transfer.

If we cancel. We may cancel if you fail to pay, fail to provide materials or approvals needed to proceed, or behave abusively toward our team. We will refund any amount paid for work not yet carried out.

8. Approval and acceptance

Deliverables are deemed accepted [10] working days after we send them unless you notify us of a defect in writing. Please check spelling, names and specifications carefully before approving — we are not liable for errors in material you have approved.

9. Intellectual property

9.1 Before payment. All rights in concepts, sketches, working files and final designs remain ours until we have received payment in full.

9.2 On payment in full. We assign to you, with full title guarantee, all copyright and other intellectual property rights in the final approved deliverables, throughout the world, for the full term of those rights. We will sign a separate written assignment on request, and you agree this is required for the assignment to take effect under s.90(3) of the Copyright, Designs and Patents Act 1988.

9.3 What is not assigned. The assignment does not cover:

  • concepts, routes and sketches not selected as final deliverables, which remain ours;
  • our pre-existing tools, brushes, templates, processes and methods;
  • third-party assets (fonts, stock images, software) licensed rather than owned — you are responsible for holding the necessary licences, which we will identify to you.

9.4 Our right to show the work. You grant us a non-exclusive, perpetual, royalty-free licence to reproduce the deliverables in our portfolio, website, social media and award submissions, and to state that we produced them. If your project is confidential or embargoed, tell us in writing and we will agree a date from which this applies.

9.5 Credit. We assert our right under s.77 of the Copyright, Designs and Patents Act 1988 to be identified as the designer of the deliverables. [Delete if you are willing to waive this — many clients will ask.]

Alternative to 9.2, if you want to licence rather than assign:

On payment in full we grant you an exclusive, worldwide, perpetual licence to use the final approved deliverables for [DEFINED PURPOSES — e.g. branding, packaging, marketing and merchandise for the [CLIENT] business]. Copyright remains with the Studio. Use outside these purposes, including [licensing to third parties / animation / video games / resale of the character as an asset], requires a separate licence from us.

10. Confidentiality

Each of us will keep the other's confidential information confidential and use it only for the project. This does not apply to information that is public, already known, or required to be disclosed by law.

11. Liability

Nothing in these terms limits our liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited.

Subject to that, and for business customers only:

  • we are not liable for loss of profit, loss of business, loss of goodwill or any indirect or consequential loss;
  • our total liability for any project is limited to the fees you have paid us for that project;
  • we do not carry out trade mark clearance searches. Checking that a character name or design is free to use in your markets is your responsibility, and we recommend you instruct a trade mark attorney before launch.

12. Consumers

If you are buying as a consumer rather than for a business, you have rights that these terms do not affect:

  • Under the Consumer Rights Act 2015, we must carry out our services with reasonable care and skill. If we do not, you are entitled to repeat performance or a price reduction. We cannot exclude this.
  • You have a 14-day right to cancel under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. See our Cancellation and Refund Policy for how this works and how it interacts with us starting work.
  • The liability caps in section 11 do not apply to you to the extent they would be unfair under Part 2 of the Consumer Rights Act 2015.

13. Law

These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.