Terms and Conditions

1. About Mailkar Studio

Mailkar Studio provides email marketing services to businesses and marketing agencies.

Services may include email production, campaign management, automation, deliverability, platform integration, cold email infrastructure, and dedicated support.

For this draft, the business details below are examples:

Legal business name: Mailkar Studio Digital Services LLC [Dummy name]

Registered address: 123 Example Avenue, Suite 100, Example City, TX 00000, United States [Dummy address]

Website: https://mailkarstudio.com

Contact: contact@mailkarstudio.com

In these terms, “Mailkar Studio,” “we,” and “us” refer to the legal business identified above.

“You” and “client” refer to the person or business purchasing our services.

2. The Service Agreement

Before work begins, we agree on the project through a proposal, order form, statement of work, or service agreement.

That document should identify the services, deliverables, fees, payment schedule, and relevant project conditions.

These terms form part of the service agreement when provided to you and expressly incorporated into that agreement.

If you accept an agreement on behalf of a business, you confirm that you have authority to do so.

Order of Priority

A signed agreement takes priority where it expressly changes these terms.

An agreed data processing agreement governs the processing of personal information. A separate confidentiality agreement governs any additional confidentiality commitments.

Changes to scope, fees, or responsibilities must be agreed in writing by authorized representatives.

3. Project Scope

We provide the services and deliverables stated in the agreed scope.

The scope may define:

• Campaigns, templates, flows, or other deliverables.
• Supported email platforms and integrations.
• Audience segmentation and list management tasks.
• Testing requirements and supported email clients.
• Reporting frequency and performance measures.
• Working hours, project milestones, and support arrangements.
• Included revision rounds.

Work outside that scope requires a separate written agreement.

Examples include additional campaigns, new integrations, extra language versions, or changes to an approved brief.

We will explain any proposed additional fees and timing changes before starting the extra work.

4. Client Responsibilities

You must provide the information, access, and approvals reasonably needed to complete the project.

This includes accurate brand guidelines, campaign briefs, product details, offers, contact data, and platform permissions.

You must also:

• Appoint an authorized contact for instructions and approvals.
• Confirm that supplied materials may lawfully be used.
• Check the accuracy of product claims, pricing, and promotional terms.
• Provide timely feedback through the agreed communication channel.
• Maintain required platform subscriptions and account access.
• Tell us about changes that may affect active campaigns or workflows.

We may rely on information and instructions provided by your authorized representatives.

We remain responsible for performing our agreed work with reasonable care and skill.

5. Timelines and Project Delays

Delivery dates depend on the agreed scope, available capacity, and timely receipt of required inputs.

Unless expressly identified as a firm commitment, proposed dates are estimates.

Late feedback, missing access, incomplete briefs, or changes to approved work may affect the schedule.

Where a delay occurs, we will explain the impact and agree on revised priorities where practical.

If a project pauses, restarting it may require a revised delivery date. Any additional charges must be agreed before the affected work resumes.

6. Reviews, Revisions, and Approvals

You must review deliverables against the agreed brief and provide clear, consolidated feedback.

Included revision rounds apply to changes within the approved scope.

A new creative direction, replacement offer, or revised campaign objective may require a scope change.

If our work materially fails to meet the agreed specification, tell us promptly. We will assess the issue and make appropriate corrections.

Correcting our failure to meet the agreed scope does not use up a paid revision round.

Campaign Launch Approval

Before launch, approval should cover the relevant campaign details, including:

• Email content and subject line.
• Sender name and reply address.
• Audience segment and suppression rules.
• Links, offers, and promotional conditions.
• Send date, time, and time zone.
• Automation triggers and applicable exclusions.

We require written approval or an agreed standing authorization before deploying campaigns.

Silence does not count as permission to send.

Approval does not remove our responsibility for our own implementation errors or other duties under the agreement.

Once an email has been sent, it generally cannot be recalled. Later changes may require a separate communication or campaign.

7. Fees and Payment

Fees, currency, deposits, billing frequency, and payment deadlines are stated in the service agreement.

Where an advance payment is agreed, work may be scheduled after that payment is received.

Unless stated otherwise, fees exclude applicable taxes and separately approved third-party costs. You are not responsible for taxes on our income.

Additional Costs

Platform subscriptions, paid testing tools, domains, mailboxes, stock assets, and other outside services may carry separate charges.

We will obtain approval before incurring third-party charges on your behalf.

Invoice Disputes

If you believe an invoice is incorrect, contact us promptly with the disputed amount and reason.

Both parties will work in good faith to resolve the issue. Undisputed amounts remain payable by their due dates.

Overdue Payments

We may pause affected services after written notice if an undisputed payment remains overdue.

Any late charges or collection costs must be disclosed in the agreement and permitted by applicable law.

Suspension does not authorize us to misuse client data or interfere with client-owned accounts.

8. Retainers and Dedicated Support

A retainer or dedicated support arrangement reserves the capacity described in the service agreement.

The agreement should state working hours, availability, included tasks, reporting, and any response commitments.

Unused hours or capacity expire only where that condition was clearly disclosed and agreed.

Capacity we fail to provide will be handled under the agreement’s service remedies.

Additional hours, urgent work, or support outside agreed hours require confirmation of availability and fees.

Renewals and minimum commitments apply only as expressly agreed. These terms do not create automatic renewal by themselves.

Unless a separate employment arrangement is agreed, personnel assigned by Mailkar Studio remain part of our service delivery team.

9. Platforms, Accounts, and Infrastructure

You must have the authority to grant access to the platforms, domains, systems, and data used for the project.

Access should be provided through appropriate user permissions wherever possible.

Clients remain responsible for their own platform subscriptions, billing, and business-level account decisions, except where the scope assigns those tasks to us.

Technical Changes

Changes to DNS records, authentication, integrations, or live automation require agreed authorization.

For significant migrations or account changes, the scope should identify backup, testing, rollback, and handover responsibilities.

Third-Party Services

Email platforms and mailbox providers control their own features, policies, pricing, and service availability.

Their changes may affect the agreed work. We will discuss any resulting scope or schedule adjustments.

This does not excuse a failure caused by our own work or remove duties that cannot lawfully be excluded.

10. Contact Lists and Responsible Email Marketing

You must have lawful grounds to provide and use the contact information involved in a campaign.

Where required, this includes valid consent, appropriate privacy notices, and records supporting the intended use.

You must provide current unsubscribe, complaint, and suppression information. Suppression lists identify contacts who must not receive particular messages.

We may request evidence of list sources, permissions, or account authorization before proceeding.

We may refuse or pause work involving:

• Misleading sender details or impersonation.
• Unlawful contact lists or unauthorized account access.
• Deceptive offers or unsupported product claims.
• Improper removal or bypassing of opt-out controls.
• Attempts to evade provider restrictions through prohibited methods.
• Instructions that appear to breach applicable law.

Cold email services remain subject to the laws and platform rules relevant to the activity.

The client and Mailkar Studio each remain responsible for the legal duties that apply to their role.

11. Performance and Service Standards

We will provide the agreed services with reasonable care and skill.

Campaign results depend on factors such as audience quality, offer strength, website experience, sender reputation, and market conditions.

Unless expressly agreed in writing, we do not guarantee a particular:

• Open rate, click rate, or conversion rate.
• Inbox placement or spam-folder avoidance.
• Number of leads, replies, bookings, or sales.
• Revenue, return on investment, or customer retention result.

Past results and case studies do not guarantee future performance.

Email rendering also varies between devices, applications, and settings. Testing covers the environments stated in the agreed scope.

Nothing in this section removes an express service commitment or a right that cannot lawfully be excluded.

Ongoing maintenance and future platform updates are included only where stated in the agreement.

12. Intellectual Property

Client Materials

You retain your rights in materials you provide, including brand assets, product information, existing content, and customer data.

You grant us the permissions reasonably needed to use those materials for the agreed services.

You confirm that you have authority to grant those permissions.

Final Deliverables

The proposal or service agreement must state the ownership or licence rights included in the project.

Where ownership transfer is agreed, it takes effect after full payment and completion of any required written assignment.

Drafts, rejected concepts, and internal working documents are not included unless expressly agreed.

Editable source files and account exports are included only where stated in the scope.

Agency Tools and Reusable Materials

We retain ownership of pre-existing tools, methods, reusable code, templates, and materials developed independently of the client project.

Where those materials form part of a paid deliverable, the agreement must grant the rights needed to use that deliverable.

Unless separately agreed, this does not include the right to sell our underlying tools or reusable libraries as standalone products.

Third-Party Materials

Fonts, stock assets, plugins, software, and other third-party materials remain subject to their licence terms.

We can only grant rights that we own or are authorized to provide.

13. Confidentiality and White Label Work

Both parties must protect confidential information received through the engagement.

This may include campaign plans, pricing, customer information, credentials, unpublished work, and business records.

Confidential information may be shared with people who need it for the project and are bound by appropriate confidentiality duties.

The obligation does not cover information that is lawfully public, independently developed, or lawfully received without restrictions.

Disclosure required by law is permitted. Where legally allowed, the receiving party will provide reasonable notice.

White Label Projects

For white label work, the agreement should identify approved branding, communication routes, and end-client contact permissions.

We will follow those agreed arrangements when communicating or delivering work.

Use of client names, logos, testimonials, or identifiable project materials in our portfolio requires appropriate written authorization.

14. Privacy and Data Processing

Our Privacy Policy explains how we handle personal information for agency operations.

When we process campaign or customer data for a client, the relevant agreement must define the purpose and permitted instructions.

Where required, a data processing agreement must be in place before that processing begins.

It should address access, security, subprocessors, international transfers, incident notification, assistance, and data return or deletion.

We will not use client subscriber lists for our own marketing or another client’s campaigns.

These terms do not override statutory privacy rights or obligations.

15. Cancellation and Termination

Project Cancellation

You may request cancellation in writing.

Unless the service agreement provides otherwise, you remain responsible for completed work, work in progress, and approved non-cancellable commitments.

Any reserved-capacity or cancellation charge must have been disclosed and agreed in advance.

Ongoing Services

Unless a different arrangement is agreed, either party may end ongoing services with 30 days’ written notice.

An agreed minimum term or fixed project commitment must be addressed in the service agreement.

Material Breach

Either party may terminate for a material breach that remains unresolved after 14 days’ written notice, where the breach can be corrected.

Services may be suspended immediately where necessary to address unlawful activity, unauthorized access, or a serious security risk.

Payments and Refunds

On termination, we will account for fees paid, work completed, and valid outstanding charges.

Any remaining prepaid amount for undelivered work will be refunded after lawful, agreed deductions.

This does not limit remedies for defective services, our breach, or other rights that cannot be excluded.

16. Handover and Access Removal

At the end of an engagement, we will provide the handover items included in the agreed scope.

We may withhold unpaid deliverables where lawful and permitted by the agreement.

This does not permit us to retain client-owned accounts or personal information contrary to applicable law or the data processing agreement.

Clients should remove access that is no longer required. We will cooperate with the agreed access removal and data return or deletion process.

Additional migration, training, documentation, or transition work may require a separate agreement.

17. Liability

Neither party limits liability that applicable law does not allow it to exclude or restrict.

This includes fraud and any other liability that must remain unrestricted. It also includes death or personal injury caused by negligence where such exclusion is prohibited.

Subject to those protections and any different signed agreement, the following proposed limits apply.

Indirect Losses

We are not liable for indirect or consequential losses arising from the services.

This may include lost profits, opportunities, or anticipated savings to the extent those losses are legally indirect or consequential.

Liability Cap

Our total liability for claims arising from the affected services is limited to the fees paid or payable for those services.

For ongoing services, the proposed limit uses fees for the 12 months preceding the event giving rise to the claim.

These limits apply to claims between the contracting parties. They do not remove individual privacy rights or regulatory obligations.

18. Third-Party Claims Caused by Client Materials or Instructions

You are responsible for third-party claims to the extent caused by:

• Materials you supplied without the required rights.
• Unlawful contact data or instructions you provided.
• Misleading product claims supplied or required by you.
• Your unauthorized modification or misuse of deliverables.

Subject to applicable law, this responsibility includes reasonable defence costs and amounts properly awarded or agreed in settlement.

It does not cover losses caused by our own breach, negligence, or unlawful conduct.

We must promptly notify you of a relevant claim and provide reasonable cooperation.

Neither party may settle a claim in a way that admits fault or imposes obligations on the other without written consent.

19. Events Outside Reasonable Control

Neither party is responsible for delay caused by events genuinely outside its reasonable control.

Examples may include natural disasters, major utility failures, or government restrictions.

The affected party must give notice and take reasonable steps to reduce the impact.

This clause does not excuse problems caused by a party’s own failure to take reasonable precautions.

If disruption continues, the parties will discuss rescheduling, alternative arrangements, or ending the affected work.

Payments for services already delivered remain due.

20. Website Use

You may use our website for lawful business enquiries and information.

You must not attempt unauthorized access, introduce malicious software, interfere with website operation, or misuse information obtained from it.

Website content is protected by applicable intellectual property laws.

Use of that content requires permission unless a legal exception applies.

Website information does not itself create a paid service agreement or authorize a campaign launch.

21. Changes to These Terms

We may update these terms for future engagements and website use.

The published version will show an updated date.

A website update does not automatically change an existing service agreement. Material changes to an active engagement require the process agreed by the parties.

22. Governing Law and Disputes

These terms and the service agreement are governed by:

[Insert the chosen governing law after confirming the contracting legal entity.]

The agreed courts or dispute resolution process are:

[Insert the jurisdiction and dispute procedure following legal review.]

Before starting ordinary proceedings, the parties should try to resolve a dispute through written discussion.

This does not prevent urgent protective action or restrict mandatory legal rights.

These services are intended for business use. Any consumer rights that legally apply remain unaffected.

23. General Terms

If a provision is unenforceable, the remaining provisions continue to apply to the extent permitted by law.

A delay in enforcing a right does not, by itself, waive that right.

The parties remain independent contractors unless a separate written arrangement states otherwise.

We may use suitably qualified team members or subcontractors, subject to confidentiality, data protection, and any agreed approval requirements.

We remain responsible for the services we agree to provide.

24. Contact Mailkar Studio

For questions about these terms, project agreements, invoices, or service concerns, contact:

Mailkar Studio

Email: contact@mailkarstudio.com

Website: mailkarstudio.com

Contact page: Contact Mailkar Studio