Master Service Agreement

Parties and structure

This agreement is between Sterdam Pty Ltd and the client named in a quote, statement of work or written engagement confirmation. Each engagement is governed by this framework together with the specific document for that engagement. Where the two conflict, the engagement document prevails for that engagement.

Brief and scope

Work begins from a written brief. The engagement document records the deliverables, format, quantity, schedule, fee and any agreed usage.

Anything not recorded in the engagement document is out of scope. Additional work is quoted separately.

Deliverables and revisions

Deliverables are supplied in the formats stated in the engagement document. Unless stated otherwise, the engagement includes one round of consolidated revisions on the agreed direction. Further rounds, or a change of creative direction after approval, are treated as additional work.

Client responsibilities

• Providing briefs, approvals and feedback within the agreed schedule.
• Providing accurate information and any materials the engagement depends on.
• Confirming it holds the rights needed for the materials it supplies to us.
• Nominating a single approver where several stakeholders are involved.

Timelines

Schedules are estimates based on the agreed scope and on timely client input. Delay in approvals, materials or payment moves the schedule accordingly. We do not guarantee a delivery date unless it is stated as a fixed date in the engagement document.

Fees, invoicing and payment

Fees are set out in the engagement document and are quoted exclusive of taxes and third party costs unless stated otherwise. A deposit may be required before work starts.

Invoices are payable by the date stated on the invoice. We may pause work on an overdue account.

Intellectual property

The following categories are treated separately and are not merged by the engagement:

• Sterdam pre existing intellectual property, including methods, presets, templates, tooling and prior work. Retained by Sterdam.
• Platform assets, including Editorials imagery, roster material and site content. Retained by Sterdam.
• Generated assets produced through the studio. Retained by Sterdam, and licensed to the client as part of the deliverables where the engagement says so.
• Client owned materials supplied to us. Retained by the client.
• Third party materials, including licensed elements. Governed by the applicable third party terms.
• Commissioned deliverables. Licensed to the client as set out below.

Licence and usage rights

On receipt of full payment, the client is granted a licence to use the commissioned deliverables for the purposes, media, territory and term recorded in the engagement document. Ownership of the underlying intellectual property does not transfer.

Rights not expressly granted are reserved. Use beyond the recorded scope, including extension of term, territory or media, requires a further written grant and may attract an additional fee.

Where an engagement genuinely requires an assignment rather than a licence, that must be stated expressly in the engagement document.

Generated material

Deliverables may include generated material. Generated talent are synthetic creative representations and are not real, represented or bookable persons. The client is responsible for confirming that the intended use of generated material is appropriate for its market and complies with applicable advertising and disclosure rules.

Confidentiality

Each party keeps the other's non public information confidential and uses it only for the engagement. This does not apply to information that is public, independently developed, or required to be disclosed by law.

Liability

Neither party is liable for indirect, incidental or consequential loss, loss of profit, loss of opportunity, or loss of data. Our aggregate liability for an engagement is limited to the fees paid by the client for that engagement.

Nothing here limits liability that cannot lawfully be limited.

Termination

Either party may terminate an engagement on written notice for material breach that is not remedied within a reasonable period. The client may terminate for convenience on written notice, in which case fees for work performed and committed third party costs remain payable.

Licences granted under an engagement survive termination only where the engagement has been paid in full.

Governing law and disputes

This agreement is governed by the laws of the Republic of South Africa and the parties submit to the jurisdiction of the South African courts. The parties will attempt in good faith to resolve a dispute in writing before commencing proceedings.

Engagement enquiries and notices can be sent to info@sterdaminc.com.