Semibold - Retainer Terms and Conditions

These are the terms and conditions that apply when you cooperate with us on a retainer basis. If this is not your case, please check our general Terms and Conditions.

What is a retainer, why we have the Retainer Terms and Conditions and what they contain
1. Retainer is similar to a subscription. It is a form of cooperation where you do not pay a pre-determined amount for a precisely defined project. Instead, you pay for our work monthly (with a capped number of hours).
2. We have drawn up these Retainer Terms and Conditions so that we can be transparent about how we cooperate and both parties know what to expect.
3. If you wish to enter into a traditional written contract signed by both parties (possibly also in electronic form) rather than a contract governed by these Retainer Terms and Conditions, please let us know. We have nothing against that approach either.
4. We may update the Retainer Terms and Conditions, which is something we tend to do on 1 January each year.
  1. At the beginning, our relationships will be governed by the Retainer Terms and Conditions applicable at the date of commencement of our retainer-based cooperation – i.e. the date of execution of the individual agreement pursuant to Article 2.
  2. We will inform you of any changes to the Retainer Terms and Conditions not later than one month before the new Retainer Terms and Conditions enter into force.
  3. If you do not agree with the new Retainer Terms and Conditions, you may notify us no later than 14 days before the new Retainer Terms and Conditions enter into force. The contract concluded between us will then terminate on the day before the new Retainer Terms and Conditions enter into force.
How our retainer-based cooperation begins
1. The specific terms of our mutual cooperation are stipulated by these Retainer Terms and Conditions and our individual agreement – together, this constitutes the contract concluded between us.
2. Based on a consultation regarding your needs, we will prepare and submit an offer for the scope and conditions of the retainer.
3. An offer includes:
  1. The monthly retainer fee.
  2. The maximum number of hours per month (limit).
  3. Contact persons.
4. The offer may also include the term of the contract. If no term is specified, we are proposing a mutual commitment for an indefinite term.
5. Once the offer has been approved, the contract between us has been concluded.
6. Of course, you have the choice not to approve the offer. The terms can be negotiated until both parties are satisfied with them.
7. However, if we provide a date in the offer until which the offer is binding on us, it must be approved by that date. Otherwise, the terms offered by us may no longer apply.
8. If the offer contains no date, it will be binding on us 1 month after it has been sent.
9. Once you approve the offer or we agree on the terms of our agreement in a different manner, the contract between us is concluded. We will issue the first invoice for the retainer payable in the current calendar month. If the invoice is paid by the due date, we will commence work under the contract from the first day of the following calendar month.
10. If you would like us to start earlier, we can make a special arrangement on this.
11. Our individual agreement (contract) always has priority over the Retainer Terms and Conditions. This means that:
  1. If something is not exactly specified in the individual agreement (contract), it is governed by these Retainer Terms and Conditions.
  2. If there is anything in the individual agreement (contract) that is different from what we state here, our agreement (contract) takes precedence over the Retainer Terms and Conditions.
How the retainer-based cooperation works
1. During the term of our retainer contract, we agree to provide you with our services continuously each month. It goes without saying that we will deliver our work without any defects and in due time.
2. For this, you agree to pay the agreed fee (invoices) on time.
3. Each month, we will provide our services to you up to the limit agreed at the beginning of our cooperation (as described in Article 2).
4. The specific activities to be performed in the given month will always be determined based on our agreement and your specific needs and requirements. However, as a standard, we will strive to:
  1. meet with you once a week to discuss the currently planned activities;
  2. meet with you once a month to review the previous month and plan for the upcoming month. We will also ask whether the scope and quality of our work meets your needs and expectations.
5. In case we start approaching the maximum monthly limit of hours in that month (i.e. we used up about three quarters of the limit), we will let you know and we can agree on what to do next. For example, we may agree on a one-off increase in the monthly payment or on work pace slowing down.
6. If we have worked for less than three quarters of the maximum limit of hours during the month, we will transfer the unused capacity to the following month. The maximum number of hours that can be transferred in this way is half of the monthly limit and the same hours cannot be transferred more than once.
7. We will always send you a report of hours worked for each calendar month at the beginning of the following calendar month.
8. If we agree that some projects are to be done outside our retainer-based cooperation, they will be governed by our Terms and Conditions for general projects.
9. To help plan our capacity and to give you an overview, we will share our approximate time schedules with you. As retainer-based cooperation is very flexible, time schedules may change according to the priority of other activities. We would notify you if there are changes to the time schedule because of this, but such changes to the schedule do not constitute a breach of our obligations.
10. Our time schedules rely on you providing us with feedback, supporting documents and the necessary information or instructions within 3 business days.
  1. Delays in providing feedback may affect the promised time schedule. When that happens, we will let you know. We are not liable for such changes to the schedule.
  2. The time schedule may also be affected by the number of feedback rounds. When that happens, we will let you know. But we do not consider such schedule changes to be a breach of our obligations either.
11. Please note that in case of delays in feedback, delivery of supporting documents, access, payments or the necessary information and instructions we are not bound by the promised deadlines and timeframes due to the team’s capacity. However, we will provide the service as soon as possible, depending on our capacity.
12. If you point to us any objective defects, we will make sure they are corrected as soon as possible. The correction of defects will not be reflected in the monthly limit or the schedule.
13. Subjective defects (meaning everything conforms with the objective parameters of the assignment but the draft just does not feel right to you) are not defects in the legal sense and are not subject to the complaints procedure. We will work to eliminate them and the hours will be counted towards the limit of hours in the given month.
How our retainer-based cooperation ends
1. We see flexibility as one of the benefits of a retainer, so we aim to make it easy to end our cooperation when necessary.
  1. If we have agreed to cooperate for an indefinite term, you can simply terminate the contract with us by not paying the invoice for our work in the following month. Of course, we would be grateful if you could let us know your intentions in advance and give us feedback so that we can learn and improve our services. In any case, if you do not pay the invoice by the due date, the contract between us will end on the last day of the month in which the invoice was issued. We will not continue our work in the next month.
  2. If we have agreed to cooperate for a fixed term, you may terminate the contract with us by giving us three months’ notice. The notice period will commence on the first day of the month following the month in which you delivered the notice to us. During the notice period, all obligations (ours and yours) continue; at the end of the notice period, our relationship ends and we will not continue to work together.
2. Our cooperation may also terminate:
  1. by expiration of the term for which it has been agreed;
  2. by our mutual agreement;
  3. by withdrawal from the contract by one of the parties.
3. Either of us may withdraw from the contract if the other party repeatedly (two or more times) fails to perform the obligations under our contract, even after a request for remedy, which we send to each other well in advance of the actual withdrawal from further cooperation.
4. We may also withdraw from the contract if you are more than 14 days in arrears with the payment of our invoice and you fail to pay it even after we have notified you of this fact.
5. If our cooperation ends early, the following will apply:
  1. We have the right to invoice the monthly fee for the month in which our cooperation was terminated and you are obliged to pay the price.
  2. We have the right to invoice any incurred expenses for third-party services or products (this includes font fees, stock photos, hosting etc.).
  3. Immediately after you have paid the fee and any incurred expenses, we will hand over all the work we had created up to that point, including the source data if this is something you requested and is possible to do without unreasonable effort.
  4. The handover of deliverables will be free of charge if the handover takes us less than 2 hours of work. It if takes longer than 2 hours, we may invoice the time we spend on such handover according to our price list set out in paragraph 2.4.4. of the general Terms and Conditions.
6. We will give you source files in the usual format for all completed and uncompleted projects after the termination of our cooperation, upon your request
How we get paid for our work
1. The fee is specified in the contract concluded pursuant to Article 2.
2. The fee does not include VAT. We will add VAT to the invoice at the applicable rate if VAT applies to this payment.
3. At the 1^st day of each month, we issue an invoice for work in the following month. Invoices are payable within 14 days. If the monthly retainer fee (or any other invoice issued by us) is not paid by the due date, we reserve the right to suspend all work until the outstanding amount is paid in full. In that case, we do not guarantee compliance with the time schedule.
4. Unless we mutually agreed on a different arrangement, the fee does not include any incurred expenses for third-party services or products (this includes font fees, stock photos, hosting, etc.).
  1. If you wish to arrange for the purchase of external products or services, we will re-invoice them to you with a 20% margin in the next regular invoice.
  2. If the price of the incurred expenses exceeds EUR 400.00, we will invoice such costs in the month preceding the month in which we will buy the given product or service.
Our approach to copyright
1. We grant you the following licence to our deliverables. Please note that the deliverables may also include third-party work (stock photos, fonts, etc.). Then the scope of the licence is governed by the licensing terms of the licensor of that work.
2. We grant you the licence to our deliverables to the following extent:
  1. You can use the deliverables both online and offline.
  2. You can also use the deliverables for your own merchandising.
  3. The licences and deliverables are there just for you. We cannot reuse them for other clients. However, we can pride ourselves on them in self-promotion or in competitions.
  4. No one other than you can use our deliverables (you cannot resell, sublicense or assign them).
  5. You can use and register deliverables intended for offline use (such as wraps, billboards, flyers), merchandise and trademarks across the continent of your registered office only (if you expand to another continent using our work, you will have to pay us extra). An unlimited worldwide licence applies to deliverables intended for online use (typically banners, online elements of corporate identity, websites).
  6. You may modify our deliverables and give them to others for modification.
  7. You can translate our deliverables into different languages, you can even register them as a trademark.
  8. You do not have to list us as authors, but if you give us credit, we will be happy.
  9. The licence is unlimited in quantity and time.
3. Our licence is subject to full payment of the price and all the related costs in the month in which we provided the deliverables to you.
4. The licence fee is included in the retainer fee.
Our approach to confidentiality (and what we expect from you)
1. We treat all the information you provide to us as confidential. We will only show the information to a reasonable extent to the people on our team or the people who are working with us on the project.
2. We will protect all personal data, marketing and business plans and strategies, plans, designs, technical solutions, information and employee details, as well as other information that we mutually mark as confidential (proprietary information) and learn when working together.
3. Proprietary information is no longer proprietary once the public knows the information or the information becomes generally available but such knowledge or availability must not be the result of a breach of our obligations.
4. Unless we provide each other with consent, we will mutually treat our respective proprietary information as follows – we will:
  1. not disclose it to third parties;
  2. not use it to our own or anyone else’s advantage;
  3. protect it against leak or misuse.
5. However, we may use and disclose proprietary information to third parties if:
  1. this is required by law (for audit, if requested by public bodies such as the police, courts, authorities, etc.);
  2. this is necessary to a reasonable extent for enforcing claims (e.g. proof of performance of the service);
  3. or this is necessary for the performance of our agreement.
6. If we breach our obligations regarding the protection of information, the breaching party will pay to the other party a contractual penalty of EUR 2,000.00 for each individual breach.
7. We (both) are liable for breach of this Article up to the amount of the monthly retainer fee. This limit includes both the contractual penalty and any compensation for damage.
8. The obligations we (both) have under this Article do not terminate even if our cooperation ends.
Formalities
1. Submission, approval or acceptance of anything may take place in any written form. To us, electronic communication is written form as well.
  1. We usually communicate important milestones by email, but various other platforms, such as Google Drive, Figma, MarkUp, Slack or ClickUp, are also acceptable if we agree on them or they become part of our communication.
  2. If you need a signed contract from us, we can offer Pandadoc, a digital signature or, of course, a pen.
  3. Our communications will always be directed to the agreed contact persons and we ask that you do the same.
2. We may use subcontractors.
  1. When we do this, we are responsible for their work as if we were providing the service ourselves.
  2. We have contracts in place to protect confidentiality of the information you provide to us.
  3. We have contracts in place so you do not have to worry about meeting the licence terms.
  4. We are also willing to work with subcontractors that you choose yourself. But in that case, the previous three subparagraphs will no longer apply.
3. If you change our deliverables, we are not responsible for their functionality.
4. Let us know if you would like us to provide IT support and maintenance services: we will negotiate and sign a separate service-level agreement (SLA).
5. Our relationships are governed by the Czech laws. Any potential disputes will be resolved by the Czech courts.
6. We may not unilaterally set off receivables against each other without a prior consent.
7. We are liable for damage up to the amount of the monthly retainer fee.
These terms and conditions are effective from September 1, 2024.

Retainer Terms and Conditions in PDF format

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