1. Introduction and Acceptance
These Terms of Service ("Terms") govern all projects, engagements, and services provided by Ribyon Studios ("Ribyon", "we", "us", "our"), a branding and website development studio based in Nairobi, Kenya, to you, the client ("Client", "you", "your"). By engaging our services, submitting a deposit, or signing a project proposal, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not engage our services.
These Terms apply to all services including but not limited to brand identity design, web design and development, brand strategy, consulting, content creation, and any other services described in a project proposal or statement of work. They supersede any prior agreements, representations, or understandings, whether written or oral.
2. Services Provided
Ribyon Studios provides creative and strategic services in the following disciplines:
Brand Identity. Logo design, colour palette development, typography selection, iconography, graphic elements, brand guidelines documentation, and launch kit preparation.
Web Design and Development. UI/UX design, responsive front-end development, content management system integration, performance optimisation, search engine optimisation, and ongoing maintenance where agreed.
Brand Strategy. Brand positioning, value proposition development, audience definition and personas, messaging frameworks, tone of voice guidelines, competitive landscape analysis, and brand architecture recommendations.
Consulting. Strategic advisory sessions, brand audits, workshop facilitation, and tailored guidance on brand-related business decisions.
The specific scope, deliverables, timeline, and fees for each engagement shall be set out in a project proposal, statement of work, or contract signed by both parties ("Project Agreement"). Each Project Agreement is incorporated into and governed by these Terms.
3. Client Responsibilities
The Client agrees to:
Provide timely, accurate, and complete information, materials, and feedback as reasonably requested by Ribyon to perform the services. Delays in providing such materials may result in corresponding delays in project delivery.
Designate a single point of contact authorised to make decisions and approve deliverables on behalf of the Client. Ribyon is entitled to rely on instructions and approvals from this contact.
Review all deliverables promptly and provide consolidated feedback within the timeframes specified in the Project Agreement. Failure to respond within the agreed period shall constitute acceptance of the deliverables as delivered.
Obtain all necessary rights, licences, and permissions for any third-party materials, content, or intellectual property provided to Ribyon for use in the project. The Client warrants that such materials do not infringe the rights of any third party.
4. Intellectual Property Rights
Ownership of Deliverables. Upon full payment of all fees due under the applicable Project Agreement, Ribyon assigns to the Client all intellectual property rights in the final deliverables created specifically for the project. This assignment does not include any pre-existing tools, frameworks, software libraries, or methodologies used by Ribyon in creating the deliverables ("Ribyon Tools"), which remain the sole property of Ribyon.
Licence to Ribyon Tools. Ribyon grants the Client a perpetual, non-exclusive, non-transferable, worldwide licence to use any Ribyon Tools incorporated into the final deliverables solely as part of those deliverables and for no other purpose.
Portfolio Rights. Ribyon reserves the right to display the deliverables in its portfolio, website, social media, and promotional materials, unless a mutual non-disclosure agreement is in place that expressly restricts such display. Ribyon will not display confidential or proprietary information of the Client without prior written consent.
Retained Rights. Nothing in these Terms transfers ownership of Ribyon's trademarks, brand name, or corporate identity to the Client. Ribyon grants no rights in any typeface, font, or software library that may be licensed from third parties and used in the project; the Client is responsible for obtaining any necessary end-user licences for such third-party assets.
5. Fees and Payment Terms
Fees are set out in the applicable Project Agreement. Unless otherwise stated, a non-refundable deposit of fifty per cent (50%) of the total project fee is due before work commences. The remaining balance is due upon completion of the project and before final deliverables are released.
Invoices are payable within fourteen (14) days of the invoice date unless alternative terms are specified in the Project Agreement. Late payments shall accrue interest at the rate of one and a half per cent (1.5%) per month or the maximum rate permitted by Kenyan law, whichever is lower. The Client shall be responsible for all costs of collection, including reasonable legal fees.
All fees are exclusive of applicable taxes, including but not limited to VAT, withholding tax, and any other levies imposed by Kenyan or international tax authorities. The Client shall be responsible for any such taxes, unless the Client provides a valid tax exemption certificate.
Ribyon reserves the right to suspend work on any project if payment is overdue by more than fourteen (14) days. Extended suspension may result in a revised project schedule and additional fees to resume work.
6. Project Timeline and Delivery
Estimated timelines are provided in good faith based on the information available at the start of the project. Ribyon shall use reasonable commercial efforts to meet the agreed schedule, but timelines are not guaranteed and may be adjusted due to factors outside Ribyon's reasonable control, including but not limited to delayed Client feedback, changes in scope, force majeure events, or technical challenges.
Ribyon will notify the Client as soon as practicable if a material delay is anticipated and will work with the Client to agree on a revised timeline. Delays caused by the Client shall result in a corresponding extension of the delivery timeline without penalty to Ribyon.
7. Revisions and Change Orders
Each Project Agreement includes a specified number of revision rounds for each deliverable. Additional revisions beyond the agreed number, or changes to the scope of work after the Project Agreement has been signed, shall be billed at Ribyon's then-current hourly rate and may affect the project timeline.
Any material change to the scope, deliverables, or timeline must be documented in a written change order signed by both parties. Ribyon is not obligated to commence work on any change until the change order is signed and, where applicable, additional fees are paid. Minor adjustments that do not materially affect scope or timeline may be handled by email without a formal change order.
8. Confidentiality
Each party agrees to hold in confidence and not disclose to any third party any confidential information received from the other party in connection with the project. Confidential information includes but is not limited to business plans, financial data, customer lists, strategic discussions, technical information, and project materials not yet publicly released.
This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully in the receiving party's possession before disclosure; (c) is independently developed by the receiving party without use of the disclosing party's confidential information; or (d) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives the disclosing party prompt notice of such requirement.
This confidentiality obligation survives termination or completion of the project for a period of five (5) years.
9. Limitation of Liability
To the maximum extent permitted by applicable law, Ribyon Studios' total liability to the Client for any claims, losses, or damages arising out of or relating to these Terms or any Project Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total amount paid by the Client to Ribyon under the applicable Project Agreement in the twelve (12) months preceding the event giving rise to the claim.
In no event shall Ribyon be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of business opportunity, or cost of substitute services, even if Ribyon has been advised of the possibility of such damages.
However, nothing in these Terms excludes or limits Ribyon's liability for:
(a) death or personal injury caused by Ribyon's negligence;
(b) fraud or fraudulent misrepresentation by Ribyon;
(c) any liability that cannot be excluded or limited by applicable law, including under Kenyan law.
The Client acknowledges that the fees charged by Ribyon reflect the allocation of risk set forth in this section, and that the limitations herein are fundamental to the agreement between the parties.
10. Indemnification
Client Indemnity. The Client agrees to indemnify, defend, and hold harmless Ribyon, its directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) the Client's breach of these Terms or any Project Agreement; (b) the Client's use of the deliverables in a manner not contemplated by these Terms; (c) any materials, content, or instructions provided by the Client that infringe the intellectual property rights or other rights of any third party; or (d) the Client's negligence or wilful misconduct.
Ribyon Indemnity. Ribyon agrees to indemnify, defend, and hold harmless the Client from and against any claim that the final deliverables (excluding any third-party materials or Client-provided content) infringe a valid copyright or registered trademark of a third party in Kenya, provided that the Client gives Ribyon prompt written notice of the claim, permits Ribyon to control the defence and settlement, and provides reasonable cooperation. If such a claim is made or appears likely, Ribyon may, at its option and expense, modify the deliverables to avoid infringement, procure a licence for the Client to continue using them, or refund the fees paid for the infringing deliverables.
11. Termination
Either party may terminate a Project Agreement at any time by mutual written agreement. The Client may terminate a Project Agreement for convenience by providing fourteen (14) days' written notice. In such event, the Client shall pay Ribyon for all work performed up to the date of termination, including non-refundable deposits, plus any non-cancellable third-party costs incurred. Ribyon shall deliver all work product completed as of the termination date upon receipt of payment.
Either party may terminate a Project Agreement immediately by written notice if the other party: (a) commits a material breach that is not remedied within fourteen (14) days of receiving written notice of the breach; or (b) becomes insolvent, files for bankruptcy, or ceases operations. Termination for breach does not relieve the breaching party of its obligations accrued before termination.
Sections 4 (Intellectual Property Rights), 8 (Confidentiality), 9 (Limitation of Liability), 10 (Indemnification), 12 (Governing Law), 13 (Dispute Resolution), and 14 (Entire Agreement) shall survive termination of these Terms or any Project Agreement.
12. Governing Law
These Terms and all Project Agreements are governed by and construed in accordance with the laws of the Republic of Kenya, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to any engagement under these Terms.
13. Dispute Resolution
Negotiation. If a dispute arises out of or relating to these Terms or any Project Agreement, the parties shall first attempt to resolve it through good-faith negotiations between their respective representatives. Either party may initiate this process by providing written notice describing the dispute in reasonable detail.
Mediation. If the dispute is not resolved within twenty-one (21) days of the negotiation notice, the parties shall submit the dispute to mediation at a mutually agreed mediation centre in Nairobi, Kenya. The mediator shall be appointed by mutual agreement. The costs of mediation shall be shared equally between the parties. Both parties shall participate in the mediation in good faith.
Courts. If the dispute is not resolved through mediation within thirty (30) days of the mediator's appointment (or such longer period as the parties may agree), either party may refer the dispute to the courts of Kenya. The parties submit to the exclusive jurisdiction of the courts located in Nairobi, Kenya for the resolution of any disputes.
Notwithstanding the foregoing, either party may seek urgent injunctive or equitable relief from a court of competent jurisdiction to protect its intellectual property rights or confidential information without first following the dispute resolution process above.
14. Entire Agreement
These Terms, together with the applicable Project Agreement and any annexures or schedules referenced therein, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior agreements, representations, understandings, negotiations, and discussions, whether written or oral. No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and signed by both parties.
15. Severability
If any provision of these Terms or a Project Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be limited or severed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable one that reflects their original intent as closely as possible.
16. Contact
For questions about these Terms, to request a copy of our current standard terms, or to send formal notices under these Terms, please contact us:
Email: [email protected]
Ribyon Studios
Nairobi, Kenya
Formal legal notices shall be sent to the above email address with a hard copy delivered by registered post or courier to our registered address upon request. Notices are deemed received three (3) business days after dispatch by email or seven (7) business days after dispatch by registered post.