Terms & Conditions
Last updated: 28 July 2026
These Terms & Conditions (the “Terms”) are issued by Max Partners (the “Studio”, “we”) and govern all engagements between the Studio and its affiliated entities and any client commissioning services from the Studio (the “Client”, “you”). A Client may be a company, another organisation, or an individual.
The Studio contracts and delivers through the following entities:
Max Partners LLC (registered in Connecticut, USA) — for clients in the Americas, Europe and other non-Asia-Pacific regions;
Shanghai WUXIWEISHEN Culture Co., Ltd., (registered in Shanghai, China) — for clients in Mainland China, Hong Kong, Macau, Taiwan and other Asia-Pacific regions.
The contracting entity for each engagement is the entity named in the applicable quote, proposal or engagement letter (the “Engagement Documents”); where no entity is named, it is determined by the regional allocation above. An engagement formed with one entity creates no obligation on the part of the other.
By accepting a quote or proposal, paying an invoice, or otherwise instructing the Studio to begin work, you agree to these Terms. The version that applies to an engagement is the version published on the Studio's website on the date that engagement begins; the Studio states the applicable version date in its quotes and Engagement Documents.
Unless expressly modified in writing, these Terms are incorporated by reference into every quote, proposal, engagement letter and retainer agreement issued by the Studio.
1. Services
1.1 Scope
The Studio provides communication design services, including but not limited to: brand strategy, narrative development, visual identity, design systems, and ongoing creative partnership. The specific scope of any engagement is set out in the corresponding quote, proposal or engagement letter (the “Engagement Documents”).
1.2 Engagement Types
Engagements fall into two categories:
Project-based — defined deliverables, fixed fee.
Partnership — ongoing monthly retainer.
1.3 Modifications to Scope
Work outside the scope defined in the Engagement Documents constitutes new work and will be quoted separately. The Studio will not begin out-of-scope work without the Client's written approval.
2. Fees and Payment
2.1 Fees
Fees for each engagement are set out in the relevant Engagement Documents. Fees are normally quoted in US Dollars; the Studio may also quote in Macanese Pataca, Hong Kong Dollars, Renminbi or another currency at the Client's request. Where fees are quoted in a currency other than US Dollars, the exchange rate is the rate on the reference date stated in the Engagement Documents; neither party will adjust the fee for exchange rate movements after that date.
Fees exclude applicable taxes, which remain the Client's responsibility. For engagements contracted by [Shanghai entity name], a Client requiring a tax invoice (fapiao) must request it and provide the necessary details before the engagement begins.
2.2 Payment Schedule
Unless otherwise agreed in writing:
Project engagements (fixed fee): 30% upon approval of the engagement (less any proposal fee credit); 70% upon delivery.
Partnership engagements (retainer): billed monthly in advance, covering the month ahead.
Small single-delivery engagements (under USD 1,000): payable in full upon delivery.
2.3 Payment Terms
Unless the Engagement Documents provide otherwise, all invoices are payable within 30 days of issue. Payment may be made by bank transfer, Stripe, or another method designated by the Studio.
2.4 Late Payment
Invoices unpaid 45 days after issue will result in the suspension of all work in progress until payment is received. The Studio is not responsible for delays caused by such suspension.
Invoices unpaid 60 days after issue entitle the Studio to terminate the engagement, and all outstanding fees become immediately due.
3. Project Based Engagements
3.1 Revisions
Unless the Engagement Documents provide otherwise, each project engagement includes up to two (2) rounds of revisions on each major deliverable. Additional rounds of revisions will be quoted separately.
3.2 Client Responsibilities
The Client agrees to:
provide accurate, complete and timely information to enable the Studio to perform the services;
designate a single point of contact who can give feedback and approvals;
respond to requests for feedback or approval within five (5) business days; where the Client does not respond within that period, project timelines may extend accordingly;
give written approval at major project milestones.
3.3 Studio Responsibilities
The Studio agrees to:
perform the services with professional skill and care;
communicate progress and timeline updates regularly;
raise scope or budget concerns proactively, before they become problems;
deliver work meeting the requirements set out in the Engagement Documents.
3.4 Stalled Projects
If a project is paused or stalled by Client inaction — including failure to respond, to provide feedback, or to approve work — for more than thirty (30) days, the Studio may at its discretion consider the engagement closed and invoice it in full.
3.5 Cancellation
If the Client cancels a project after work has begun, the Client remains liable for all work completed up to the date of cancellation, plus a cancellation fee of 20% of the unbilled portion of the agreed total. If the Studio initiates cancellation after work has begun, the Studio is responsible for refunding any unused fees.
4. Partnership Engagements
4.1 Structure
Partnership engagements are structured as monthly retainers as specified in the Engagement Documents. The retainer covers the scope of design and strategic work defined in those documents.
4.2 Request Submission
The Client submits requests through the channel designated by the Studio (email, project management system, or another agreed method). Each request enters the Studio's queue and is processed in the order received, subject to the Studio's reasonable scheduling.
4.3 Turnaround
Typical turnaround for small to medium requests is three to fifteen (3–15) business days, depending on complexity. Strategic or large-scale projects require separate scoping and timelines; the Studio will communicate timing on a per-request basis.
4.4 Usage and Rollover
The Studio tracks work performed against the monthly retainer.
Overages: if the Client's requests in a given month are trending beyond the retainer, the Studio will notify the Client before continuing. Additional work proceeds only on the Client's written approval and is billed at the Studio's standard rates or as otherwise agreed.
Underuse: if the Client uses less than the full retainer in a given month, the unused portion rolls over to the following month. If unused within that following month, the rollover balance expires.
4.5 Quiet Months
If a calendar month has no active or queued requests, the fees can be carried forward for up to two months. If the Client does not resume services or cancel before the end of the second month, 50% of the retainer will be deducted and the service terminated.
4.6 Cancellation
Either party may cancel the retainer with two (2) weeks' written notice. For any new retainer engagement, the first month's fee is non-refundable once work has begun. Upon cancellation, any unused rollover balance is forfeited.
5. Intellectual Property
5.1 Final Deliverables
Upon full payment of all fees due for an engagement, all rights, title and interest in the final deliverables produced under that engagement transfer to the Client, subject to the exceptions below.
5.2 Pre-Existing Materials
The Studio retains all rights to its pre-existing materials, methodologies, processes, templates, frameworks and tools used to produce the deliverables. The Client receives a non-exclusive, perpetual licence to use any such materials embedded in the final deliverables for their intended purpose.
5.3 Source Files, Working Files and Iterations
Unless the Engagement Documents provide otherwise:
(a) editable vector source files for the final approved design (such as the .ai or .eps files for a logo) are included in the deliverables and transfer to the Client together with the final deliverables upon full payment;
(b) work-in-progress files, intermediate iterations, and creative directions or concepts not selected by the Client remain the property of the Studio;
(c) other production files not covered by (a) — such as layout, motion or 3D project files — are not included in the deliverables; the Studio may provide them for an additional fee at the Client's request.
5.4 Studio's Right to Display
The Studio retains the right to display, reference and showcase the work in its portfolio, case studies, social media, awards submissions and marketing materials. The Client may request a reasonable embargo period in writing before the engagement begins (typically up to six months from launch).
5.5 Third-Party Materials
Any third-party materials used in the deliverables (stock imagery, fonts, plugins, libraries) are subject to their respective licences. The Studio will inform the Client of any licensing obligations or recurring costs at delivery.
5.6 Pre-Payment Use
Until full payment is received, the Client has no right to use, distribute, modify or display the deliverables. Use before full payment constitutes infringement.
6. Client Materials
6.1 Provision of Materials
The Client warrants that any materials provided to the Studio — including copy, images, brand assets, data and proprietary information — are owned by the Client or properly licensed for the use intended in the engagement, and do not infringe any third-party rights.
6.2 Indemnification
The Client agrees to indemnify and hold harmless the Studio from any claims, damages or liabilities arising from the Studio's use of Client-provided materials, including any infringement claims.
7. Confidentiality
7.1 Mutual Confidentiality
Each party agrees to keep confidential any non-public information disclosed by the other party in the course of an engagement, including business strategies, financial information, technical information and proprietary processes.
7.2 Exceptions
Confidentiality obligations do not apply to information that:
is or becomes publicly available other than through a breach of these Terms;
was known to the receiving party before disclosure;
is independently developed by the receiving party without reference to the confidential information;
is required to be disclosed by law or court order.
7.3 Survival
Confidentiality obligations survive termination of an engagement for three (3) years.
8. Warranties and Limitation of Liability
8.1 Studio Warranty
The Studio warrants that the services will be performed in a professional manner consistent with industry standards. The Studio does not warrant that the deliverables will achieve any particular business result, market response or financial outcome.
8.2 Limitation of Liability
To the maximum extent permitted by law, the Studio's total liability for any claim arising out of or relating to an engagement is limited to the total fees paid by the Client for that engagement.
In no event will the Studio be liable for indirect, incidental, consequential, special or punitive damages, including lost profits, lost revenue or business interruption, even if advised of the possibility of such damages.
8.3 No Legal, Financial or Strategic Advice Beyond Scope
The services are creative and strategic communication services. The Studio does not provide legal, financial, regulatory or other professional advice. For matters outside the scope of design and strategy, the Client should obtain appropriate independent professional advice.
9. Termination
9.1 Termination for Convenience
Either party may terminate an engagement on the notice set out in clauses 3.5 and 4.6.
9.2 Termination for Cause
Either party may terminate immediately if the other party:
materially breaches these Terms or the Engagement Documents and fails to cure within fourteen (14) days of written notice;
becomes insolvent, files for bankruptcy or ceases normal operations;
engages in conduct the terminating party reasonably considers illegal, abusive, fraudulent or damaging to its reputation.
9.3 Effect of Termination
Upon termination:
the Client will pay for all work completed and expenses incurred up to the date of termination;
each party will return or destroy the other party's confidential information on request;
rights and obligations which by their nature survive termination — including intellectual property, confidentiality, payment for completed work, and limitation of liability — continue in effect.
10. Communications
10.1 Notices
Formal notices under these Terms must be given in writing to the address specified in the Engagement Documents, with delivery confirmed by reply or read receipt.
10.2 Day-to-Day Communication
Day-to-day project communication may take place by email, messaging platform, project management tool or another mutually agreed channel. Such communication is binding for project decisions but does not modify these Terms unless expressly stated.
11. General Provisions
11.1 Governing Law
Engagements contracted by Max Partners LLC are governed by the laws of the State of Connecticut, without regard to conflict of law principles.
Engagements contracted by Shanghai WUXIWEISHEN Culture Co., Ltd., are governed by the laws of the People's Republic of China.
Where an Engagement Document specifies a different governing law, the Engagement Document prevails for that engagement.
11.2 Dispute Resolution
The parties will first attempt to resolve any dispute through good-faith negotiation. If a dispute is not resolved within thirty (30) days of written notice of that dispute:
(a) for engagements contracted by Max Partners LLC, the dispute shall be submitted to binding arbitration in Fairfield, Connecticut, under the rules of the American Arbitration Association;
(b) for engagements contracted by [Shanghai entity name], the dispute shall be submitted to the competent People's Court in Shanghai.
Where an Engagement Document specifies a different forum or mechanism, the Engagement Document prevails for that engagement.
Each party bears its own costs unless the arbitrator or court determines otherwise.
11.3 Entire Agreement and Order of Precedence
These Terms, together with the relevant Engagement Documents, constitute the entire agreement between the parties for that engagement and supersede all prior discussions and agreements.
In the event of any inconsistency between an Engagement Document and these Terms, the Engagement Document prevails for that engagement; matters not addressed in the Engagement Document remain governed by these Terms.
11.4 Amendments
The Studio may update these Terms from time to time. Updates apply to engagements commencing after the update date. Existing engagements remain governed by the version in effect when they commenced.
11.5 Severability
If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect.
11.6 No Waiver
A failure or delay by either party in exercising any right under these Terms does not constitute a waiver of that right.
11.7 Assignment
Neither party may assign its rights or obligations under these Terms without the other party's written consent, except that the Studio may assign to a successor entity in a merger, acquisition or sale of substantially all of its assets.
11.8 Independent Contractor
The Studio is an independent contractor and not an employee, partner or joint venturer of the Client. Nothing in these Terms creates an employment relationship.
11.9 Force Majeure
Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, pandemic, government action or infrastructure failure.
11.10 Language Versions
These Terms are published in Chinese and English. For engagements contracted by Max Partners LLC, the English version prevails in the event of any discrepancy; for engagements contracted by Shanghai WUXIWEISHEN Culture Co., Ltd., the Chinese version prevails.
12. Contact
For questions about these Terms or any engagement:
Max Partners LLC 268 Post Road, Ste 200 #435403 Fairfield, CT 06824, USA
Shanghai WUXIWEISHEN Culture Co., Ltd., Building 8, Unit J, 3188 Jiaxing Road, Jiading District, Shanghai, China
By commissioning services from the Studio, you confirm that you have read, understood and agree to be bound by these Terms.
