Last updated: Apr 21 2026

These Terms & Conditions ("Terms") govern all engagements between Max Partners LLC ("the Studio," "we," "us") and any client ("Client," "you") who commissions services from the Studio. By accepting a quote, proposal, paying an invoice, or otherwise instructing the Studio to begin work, you agree to these Terms.

These Terms are incorporated by reference into every quote, proposal, engagement letter, and retainer agreement issued by the Studio unless explicitly modified in writing.

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 defined in the corresponding quote, proposal, or engagement letter ("Engagement Documents").

1.2 Engagement Types

Engagements fall into one of two types:

• Project based engagements — clear deliverables with a fixed fee.

• Partnership — ongoing monthly retainer engagements

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 commence out-of-scope work without written approval from the Client.

2. Fees and Payment

2.1 Fees

Fees for each engagement are set out in the relevant Engagement Documents. All fees are quoted in US Dollars unless explicitly noted otherwise. Fees do not include applicable taxes, which are the Client's responsibility.

2.2 Payment Schedule

Unless otherwise agreed in writing:

• Project engagements (fixed fee): Upon commencement of the project, the Studio will receive 50% of the total fees due. The remaining 50% will be due upon delivery of the project. If required by the Client, the Studio can provide a 10% pitch container of the total project fee, covering basic research, strategy, and creative direction.

• Partnership engagements (retainer): Fees billed monthly in advance for the upcoming month.

• Single-deliverable small engagements (under $1,000): Full payment due upon delivery.

2.3 Payment Terms

All invoices are payable within 30 days of issue. Payment may be made by bank transfer, Stripe, or other methods specified by the Studio.

2.4 Late Payment

Invoices unpaid after 45 days from issue date will result in suspension of all active work until payment is received. The Studio is not responsible for delays caused by such suspension.

Invoices unpaid after 60 days from issue date entitle the Studio to terminate the engagement, with all outstanding fees becoming immediately due.

3. Project Based Engagements

3.1 Revisions

Each project engagement includes up to two (2) rounds of revisions on each major deliverable, unless otherwise specified in the Engagement Documents. Additional revision rounds will be quoted separately.

3.2 Client Responsibilities

The Client agrees to:

• Provide accurate, complete, and timely information necessary for the Studio to perform its services

• Designate a single point of contact authorized to provide feedback and approvals

• Respond to requests for feedback or approval within five (5) business days; failure to respond within this period may extend project timelines correspondingly

• Provide written approval at major project milestones

3.3 Studio Responsibilities

The Studio agrees to:

• Perform services with professional skill and care

• Communicate progress and timeline updates regularly

• Flag scope or budget concerns proactively before they become issues

• Deliver work that meets 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, provide feedback, or approve work) for more than thirty (30) days, the Studio may, at its discretion:

• Consider the engagement closed and invoice for all work completed to date

• Pause the engagement and require a re-engagement fee to resume

• Apply a delay surcharge to subsequent invoices reflecting rescheduling costs

3.5 Cancellation

If the Client cancels a project after work has commenced, the Client remains responsible for fees corresponding to all work performed up to the cancellation date, plus a 20% cancellation fee on any unbilled portion of the agreed total. If the Studio initiates the cancellation after work has begun, it is responsible for refunding any unused fees.

4. Partnership Engagements

4.1 Structure

Partnership engagements are structured as monthly retainers. The Client subscribes to a tier offering a defined number of concurrent active requests (one or two), as specified in the Engagement Documents.

4.2 Request Submission

Clients submit requests through the channel designated by the Studio (email, project management system, or other agreed method). Each submitted request enters the Studio's queue. The Studio works on requests up to the tier's concurrent limit; additional requests wait in queue until prior requests are completed.

4.3 Turnaround

Typical turnaround per small to medium request is three to fifteen (3–15) business days, depending on complexity. Strategic or large scale project would require different scoping and timeline; the Studio will communicate timelines on a per-request basis.

4.4 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 continue the service or fails to cancel on time before the end of second month, 50% will be deducted and the service will be terminated after two months.

4.5 Cancellation

Either party may cancel the retainer with two (2) weeks' written notice. The first month of any new retainer engagement is non-refundable once work has commenced.

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, except as set out below.

5.2 Pre-Existing Materials

The Studio retains all rights to its pre-existing materials, methodologies, processes, templates, frameworks, and tools used in producing the deliverables. The Client receives a non-exclusive, perpetual license to use any such materials embedded in the final deliverables for their intended purpose.

5.3 Working Files and Iterations

Unless explicitly agreed otherwise, working files, intermediate iterations, and unused concepts remain the property of the Studio. The Studio may provide working files at the Client's request for an additional fee.

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 (typically up to six months from launch) by written request before engagement commencement.

5.5 Third-Party Materials

Any third-party materials (stock imagery, fonts, plugins, libraries) used in deliverables are subject to the licenses of those materials. The Studio will inform the Client of any licensing obligations or recurring costs at the time of delivery.

5.6 Pre-Payment Use

Until full payment is received, the Client has no rights to use, distribute, modify, or display the deliverables. Use prior to full payment constitutes infringement.

6. Client Materials

6.1 Provision of Materials

The Client warrants that any materials provided to the Studio (including text, 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 claims of infringement.

7. Confidentiality

7.1 Mutual Confidentiality

Each party agrees to maintain in confidence any non-public information disclosed by the other party in connection with the 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 through no breach of these Terms

• Was known to the receiving party prior to disclosure

• Is independently developed by the receiving party without reference to confidential information

• Is required to be disclosed by law or court order

7.3 Survival

Confidentiality obligations survive termination of the engagement for a period of three (3) years.

8. Warranties and Limitation of Liability

8.1 Studio Warranty

The Studio warrants that services will be performed in a professional manner consistent with industry standards. The Studio does not warrant that deliverables will achieve any specific business outcome, market response, or financial result.

8.2 Limitation of Liability

To the maximum extent permitted by law, the Studio's total liability for any claim arising from or related to an engagement is limited to the total fees paid by the Client for that engagement.

In no event shall 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

Services are creative and strategic communication services. The Studio does not provide legal, financial, regulatory, or other professional advice. Clients should obtain appropriate independent professional advice for matters outside the scope of design and strategy.

9. Termination

9.1 Termination for Convenience

Either party may terminate any engagement on notice as specified in Section 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 ordinary business operations

• Engages in conduct that the terminating party reasonably believes to be illegal, abusive, fraudulent, or harmful to its reputation

9.3 Effect of Termination

Upon termination:

• The Client pays for all work performed and expenses incurred up to the termination date

• Each party returns or destroys the other's confidential information at the other's request

• Rights and obligations that by their nature should survive termination (including IP, confidentiality, payment for work completed, and limitation of liability) shall survive

10. Communications

10.1 Notices

Formal notices under these Terms must be sent in written format to the addresses 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 occur via email, messaging platforms, project management tools, or other channels mutually agreed. Such communication is binding for project decisions but does not modify these Terms unless explicitly stated.

11. General Provisions

11.1 Governing Law

These Terms are governed by the laws of the State of Connecticut, without regard to conflict of law principles.

11.2 Dispute Resolution

The parties shall first attempt to resolve any dispute through good-faith negotiation. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration in Fairfield, CT, under the rules of the American Arbitration Association. Each party bears its own costs unless the arbitrator decides otherwise.

11.3 Entire Agreement

These Terms, together with the relevant Engagement Documents, constitute the entire agreement between the parties regarding the engagement and supersede all prior discussions and agreements.

11.4 Amendments

These Terms may be updated by the Studio from time to time. Updates apply to engagements commenced after the date of the update. Existing engagements are governed by the version of the Terms in effect at the time the engagement commenced.

11.5 Severability

If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect.

11.6 No Waiver

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 connection with a merger, acquisition, or sale of substantially all of its assets.

11.8 Independent Contractor

The Studio is an independent contractor, not an employee, partner, or joint venturer of the Client. Nothing in these Terms creates an employment relationship.

11.9 Force Majeure

Neither party shall be liable for delays or failures in performance caused by events beyond reasonable control, including natural disasters, war, pandemic, government action, or infrastructure failure.

12. Contact

For questions about these Terms or any engagement:

Max Partners LLC

info@max-partners.com

268 Post Road, Ste 200 #435403

Fairfield, CT 06824

By engaging the Studio's services, you acknowledge that you have read, understood, and agree to be bound by these Terms.