Terms and Conditions for the Provision of Marketing and Creative Services

KONTRA studio, s.r.o.

1. Introductory Provisions

These Terms and Conditions (hereinafter referred to as the "T&C") govern the legal relationship between KONTRA studio s.r.o., Company ID No. 09173552, with its registered office at Kaprova 42/14, 110 00 Prague 1 (hereinafter referred to as the “Supplier”), and the customer (hereinafter referred to as the “Client”) in connection with the provision of marketing, advertising, creative, production, and related services.

These Terms and Conditions are intended primarily for B2B transactions. If the Customer is a consumer, the mandatory provisions of consumer protection laws shall take precedence.

These Terms and Conditions form an integral part of every order for services placed through the Supplier’s website, via email, or in any other written form, provided the Supplier refers to them.

The Customer agrees to these Terms and Conditions upon confirmation of the order (e.g., by clicking the "Order" or "Confirm Order" button, by confirming a price quote or estimate, or by any other unambiguous confirmation of the order via electronic communication).

2. Definition of Services

The supplier provides the following services in particular: marketing consulting, the design and implementation of advertising services, the production of video and audio content, branding, content creation, strategic and communications services, and other related services as specified in individual orders.

The specific scope of work is always defined by the order, brief, budget, schedule, proposal, or other document agreed upon in writing (hereinafter collectively referred to as the “Project Documentation”).

Unless expressly stated otherwise, the Supplier provides services as a professional activity (service); no specific business outcome of a campaign or project is guaranteed.

2.1 Terms of Service for Small Business Marketing

These Special Terms and Conditions apply if the Client orders the “Marketing for Small Businesses” service or any of its components (e.g., consultation, initial analysis, marketing plan, advertising brief and supplier search, marketing coordination, marketing strategy). In the event of any conflict, these Special Terms and Conditions shall take precedence over the general provisions of the Terms and Conditions.

Marketing for Small Businesses is a consulting and coordination service designed primarily for small businesses and sole proprietors. Its purpose is to help the Client understand their marketing needs, prepare a scope of work, and, if necessary, recommend suitable specialists or coordinate their collaboration.

The first introductory consultation may be offered on a no-obligation and free-of-charge basis, provided this is expressly stated on the Supplier’s website or in a specific offer. Unless otherwise stated, subsequent consultations are subject to a fee.

Unless otherwise specified in the order, quote, or price list, the following prices (excluding VAT) apply to the "Marketing for Small Businesses" service:

a) Consultation: 2,490 CZK per hour.

b) Initial analysis: 4,900 CZK (one-time fee); the initial analysis is typically prepared after the first consultation, and the Client decides after the consultation whether they wish to have it prepared.

c) Marketing plan: 9,900 CZK (one-time payment)

d) Advertising and supplier sourcing: 19,500 CZK (one-time payment).

e) Marketing coordination: 10,000 CZK per month, including 5 hours of work; any hours beyond this are billed at the Contractor’s current hourly rate, unless otherwise agreed.

f) Marketing Strategy: 180,000 CZK as a one-time payment or 6% of the final budget set forth in the media plan.

If the Supplier states in a specific quote that the fee for the initial analysis will be waived or credited upon a subsequent order for additional services, such agreement shall apply in accordance with the confirmed quote.

As part of the service involving the search for suppliers, the Supplier recommends vetted specialists based on the Client’s needs. Unless otherwise expressly agreed in writing, the Supplier does not act on behalf of the Client when entering into contracts with these suppliers and is not liable for the performance of third parties’ obligations.

Unless otherwise expressly agreed in writing, the Contractor’s compensation for the “Advertising Assignment and Supplier Search” service shall be paid exclusively by the Client in the form of the agreed fee; any commissions, referral fees, or other compensation from recommended suppliers are excluded.

Marketing coordination may include basic evaluation of ad performance and consultation with a strategist to the extent specified in the order. Unless expressly agreed otherwise in writing, the Supplier does not guarantee specific business results, the number of inquiries, or a return on investment as part of this service.

To ensure the proper provision of the Marketing Matchmaking service, the Client is required to provide accurate information about its objectives, margins, budgets, and relevant business constraints, and to grant the necessary access to accounts, analytics tools, and advertising platforms if an analysis or coordination is to be performed.

The specific scope, deliverables, deadlines, frequency of consultations, and format for providing recommendations (e.g., online consultation, written summary, terms of reference, plan) are always specified in the order or other project documentation.

3. Establishment of a Contractual Relationship and Order

Prior to the start of the project, the Client shall provide a written brief; alternatively, the Contractor shall confirm in writing the brief resulting from discussions or meetings.

The contractual relationship is established upon the Supplier’s acceptance of the order. Acceptance of the order is deemed to include, in particular, written confirmation of the order, confirmation of the estimate/schedule, commencement of performance, or issuance of an advance invoice.

Individual project phases may be contingent upon approval of the budget and schedule. The contractor is entitled to divide the project into stages/phases and bill each phase separately.

Unless otherwise agreed, the standard design and approval process includes two rounds of feedback: brief – Draft 1 – feedback – Draft 2 – feedback – final version. Additional rounds are subject to a fee based on the Contractor’s current hourly or daily rate or as agreed upon individually.

Hourly rates:

Strategist, Media Planner: 2,650 CZK per hour

Art Director, AI/UX Consultant: 2,650 CZK per hour

Designer, 3D/motion designer: 2,500 CZK per hour

Project Manager: 1,330 CZK per hour

Analyst, Researcher: 1,830 CZK per hour

Copywriter: 1,670 CZK per hour

Graphic designer, prepress specialist, video producer, webmaster: 1,830 CZK per hour

4. Cooperation by the Client

The Client is required to provide the Contractor with proper and timely cooperation, in particular by providing the documentation, information, approvals, feedback, and decisions necessary for the project’s completion.

The Client is responsible for the accuracy, completeness, and legal soundness of all materials it provides to the Contractor, including intellectual property rights and the rights of third parties.

The Client is required to ensure that the Contractor is authorized to use the materials provided by the Client for the purposes of carrying out the project.

If the Customer fails to provide cooperation in a timely manner, the Contractor’s performance deadlines shall be extended by a reasonable period equal to the Customer’s delay and the related time required to reorganize capacity.

5. Rights and Obligations of the Supplier

The Contractor agrees to provide services properly, in a timely manner, and with professional care, in accordance with the Project Documentation and these Terms and Conditions.

The Supplier is entitled to alert the Customer to any legal, ethical, technical, or other risks associated with the proposed solution. If the Customer insists on a particular course of action despite such a warning, the Supplier shall not be liable for the consequences to the extent specified in the warning.

The Supplier is entitled to use subcontractors to perform the work. The Supplier is responsible for their activities as if the Supplier were performing the work itself, with the exception of subcontractors expressly designated or required by the Customer.

The Contractor is authorized to use the project deliverables as references for its own promotional purposes (portfolio, website, case studies, social media, contests), subject to the Client’s prior approval, unless otherwise agreed upon in the Project Documentation.

6. Schedule, Approval, and Acceptance

The implementation schedule is set forth in the Project Documentation. Deadlines are considered approximate unless they are expressly designated as binding.

The Client is required to provide feedback and approval within the timeframes specified in the schedule or without undue delay. Unless otherwise specified, this timeframe is 5 business days.

If the Client does not provide comments within the agreed-upon deadline, the relevant deliverable or project phase shall be deemed accepted in the form submitted by the Contractor, unless the circumstances clearly indicate otherwise.

Cancellation of a scheduled meeting or call by the Client may result in a reasonable adjustment to the schedule.

7. Price, Billing, and Payment Terms

The price of services is specified in the order, estimate, quote, or other document agreed upon in writing. Unless otherwise stated, prices do not include VAT.

The supplier is entitled to invoice the price in stages as the project progresses, or on an ongoing basis based on the work actually performed.

If the budget for a project phase exceeds 50,000 CZK excluding VAT, the Contractor is entitled to request an advance payment of up to 50% of the price for that phase prior to the commencement of work, unless otherwise agreed.

Invoices are due 14 calendar days from the date of delivery, unless otherwise specified. An invoice sent electronically is considered delivered on the third day after it is sent, unless the Customer proves otherwise.

In the event of a delay in payment by the Customer, the Supplier is entitled to demand a contractual penalty of 0.2% of the amount due for each day of delay, including any partial day, and to suspend further performance until all due obligations have been paid in full.

The provision regarding the contractual penalty does not affect the right to compensation for damages.

8. Changes to the Scope, Additional Work, and Additional Requirements

Any changes to the scope of work, expansions of the scope, additional comments beyond the agreed-upon framework, or new requirements from the Client may affect the project’s cost and schedule.

In such a case, the Contractor is entitled to propose an update to the budget and/or schedule. The Contractor shall begin implementing the changes after they have been approved by the Client, unless otherwise agreed.

If the Customer requests urgent performance outside the agreed schedule, the Contractor may charge an additional fee as agreed on a case-by-case basis.

9. Intellectual Property and Licenses

9.1 Definition of a Work of Authorship

For the purposes of these Terms and Conditions, “Work” means a copyrighted work or other result of creative activity created by the Contractor or its subcontractors in the course of performing the project, provided that it meets the criteria for a copyrighted work under applicable law.

The term “work” typically refers primarily to graphic, illustrative, audiovisual, photographic, audio, animated, and textual outputs, including, in particular, visual designs, graphic elements, illustrations, videos, audio files, animations, scripts, slogans, taglines, names, campaigns, layouts, creative concepts, and similar creative outputs.

Unless expressly agreed otherwise in writing, the following are typically not considered “Work” within the meaning of this article: consulting services, strategic documents, analyses, recommendations, marketing and communication strategies, extensive website content, web, technical, or programming work, coaching, mentoring, facilitation, project management, vendor coordination, and other services whose primary nature is professional, consulting, strategic, organizational, or technical in nature.

9.2 Ownership of Rights

Unless expressly provided otherwise in the Project Documentation or in a separate license agreement, the economic copyright to the Work shall remain with the Contractor or, as the case may be, its subcontractors, and the Client is granted a license to use the Work to the extent specified in this Article.

The Client acknowledges that payment of the fee for the creation of the Work does not result in the transfer of economic copyright to the Work, but only in the granting of a license to the extent set forth in these Terms and Conditions, unless otherwise expressly agreed in writing.

9.3 Basic License for the First Market

Unless otherwise agreed in the Project Documentation or in a separate license agreement, the Contractor grants the Client an exclusive license to use the Work—provided that it has been duly paid for, approved, and delivered—in a single market for a period of one year without any additional license fee.

For the purposes of these Terms and Conditions, “Market” refers to a single country and a single language version. Thus, for example, the Czech Republic in the Czech language version, Slovakia in the Slovak language version, or Germany in the German language version are each considered a single market.

The first release is included in the price of the Work for a period of one year from the delivery of the final version of the Work, unless a different license start date is agreed upon in writing.

9.4 License Extension for the First Market

After the first year has elapsed, any further use of the Work on the primary market is subject to an annual license fee equal to 10% of the price of the delivered Work to which the license applies, unless otherwise agreed in writing.

The license fee is payable for each additional year, or portion thereof, of use of the Work in the relevant market, with the license relationship commencing on the date the Client accepts the Work. Failure to pay the license fee shall terminate the Client’s right to continue using the Work in the relevant market, unless otherwise agreed in writing by the parties.

9.5 Licenses for Other Markets

Use of the Work in any additional market beyond the first market is subject to a separate license fee of 10% of the price of the delivered Work for each additional market, for a period of three years, unless otherwise agreed in writing.

A license for an additional market is always granted for a specific country and a specific language version. Extending the use of the Work to another country or another language version is considered use in an additional market and requires prior written agreement with the Supplier and payment of the applicable license fee.

9.6 Scope of Use of the Work

The license authorizes the Customer to use the Work solely for the purpose for which it was created, and to the extent specified in the Project Documentation, the purchase order, or any other written agreement between the parties.

Unless expressly agreed otherwise in writing, the license does not include, in particular, the right to transfer the Work to a third party, to grant a sublicense for the Work, or to use the Work for a brand, product, project, or company within the Client’s group other than the one for which the Work was created.

The Client is entitled to allow third parties providing related services to the Client—such as a media agency, printing company, production company, programmer, or advertising system administrator—to use the Work, but only to the extent necessary for the purpose of the project. The Client is responsible for ensuring that these parties comply with the license terms set forth in these Terms and Conditions.

9.7 Modifications to the Work

The Client is authorized to make only routine technical modifications to the Work that are necessary for its use, such as changes to the format, dimensions, compression, or export settings; the addition of operational data; or technical adaptations for a specific advertising or communication channel.

Significant creative, content-related, or conceptual changes to the Work—in particular, changes to the visual style, alterations to key elements, a redesign of the concept, or modifications to the slogan, script, tagline, or any other significant part of the Work—are permitted only upon prior written agreement with the Contractor, unless otherwise agreed in writing.

9.8 Term of the License

The license for the Work shall take effect only upon full payment of the price for the relevant Work or for the relevant part or phase of the project to which the Work relates. Until full payment is made, the Client is entitled to use the Work only to the extent necessary for internal review and approval.

9.9 Source Files and Technical Assets

Unless otherwise expressly stated in the budget, purchase order, or Project Documentation, the Contractor shall provide the Customer with the final exported files intended for general use.

The transfer of source files, editable files, or working files; administrative access; and the transfer of ownership of accounts, domains, website templates, code, or other technical assets must be expressly agreed upon in the Project Documentation or another written agreement between the parties.

9.10 Third-Party Elements

If the Work or any other project deliverable contains third-party elements, such as stock photographs, fonts, music, sound effects, plugins, templates, software, libraries, or other licensed elements, the Client’s use of such elements is governed solely by the terms of the license granted by the relevant third party.

The Client acknowledges that these licenses may be subject to restrictions regarding territory, duration, method of use, number of impressions, campaign scope, or other conditions set by the relevant provider.

10. Liability and Claims

The Client is required to review the delivered deliverables without undue delay and to report any defects in writing, providing a sufficient description of the defects and a proposal for their correction.

The Supplier is liable for defects in the Deliverables at the time of delivery and undertakes to remedy them within a reasonable period of time if the complaints are justified.

The Supplier shall not be liable for defects or damage caused by improper specifications, incomplete or defective documentation provided by the Customer, interference by third parties, or the use of the Deliverables in violation of the Supplier’s instructions or the license terms.

Compensation for damages payable by the Contractor is, to the maximum extent permitted by law, limited to the amount of the fee paid by the Client for the portion of the project to which the claim relates. This limitation shall not apply in cases where the damage was caused intentionally or through gross negligence.

11. Confidentiality

The parties agree to maintain confidentiality regarding all non-public information obtained in connection with their cooperation, including commercial, pricing, technical, and strategic information.

The duty of confidentiality does not apply to information that is publicly known, was demonstrably known to the party prior to its disclosure, or whose disclosure is required by law or by a decision of a public authority.

The duty of confidentiality remains in effect even after the collaboration has ended.

12. Term of the Collaboration and Termination

Unless a separate framework agreement has been entered into, these Terms and Conditions apply to individual orders and their fulfillment for the duration of the specific project.

If the business relationship is long-term (repeat orders), either party may terminate it by giving two months' written notice, unless otherwise agreed.

Termination of the collaboration shall not affect the Supplier’s right to payment for services already rendered, nor shall it affect the license agreement, confidentiality provisions, liability provisions, dispute resolution provisions, or other provisions that, by their nature, are intended to remain in effect after termination.

13. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations if such delay or failure was caused by an extraordinary, unforeseeable, and insurmountable obstacle arising independently of its will (force majeure).

The party invoking force majeure shall notify the other party thereof without undue delay and take reasonable measures to mitigate the effects.

14. Final Provisions

Legal relationships not governed by these Terms and Conditions shall be governed by the laws of the Czech Republic, in particular Act No. 89/2012 Coll., the Civil Code.

The contracting parties agree to resolve disputes primarily through amicable settlement. If an amicable settlement is not possible, disputes shall be resolved by the courts of the Czech Republic with subject-matter and territorial jurisdiction, unless otherwise agreed in writing by the parties.

The Supplier is entitled to unilaterally amend these General Terms and Conditions. For a specific order, the version of the General Terms and Conditions effective as of the date of order confirmation shall be binding, unless the parties agree otherwise in writing.

These Terms and Conditions take effect on March 1, 2026, and are published on the Supplier’s website.

15. Supplier Contact Information

KONTRA studio s.r.o., Kaprova 42/14, 110 00 Prague 1

Company ID: 09173552

Email: hello@wearekontra.com

Phone: +420 732 957 387

Website: www.wearekontra.com