Terms & Conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ENGAGING AGENTIC STUDIO FOR ANY SERVICES. BY ACCEPTING A PROPOSAL, SIGNING A SERVICE AGREEMENT, OR MAKING PAYMENT, YOU AGREE TO BE BOUND BY THESE TERMS.

1. Definitions

In these Terms and Conditions, the following definitions apply unless the context indicates otherwise:

Term	Meaning
“Agentic Studio”	Agentic Studio (Pty) Ltd, a company incorporated in South Africa, trading as Agentic Studio, and its directors, employees, and contractors.
“Client”	The individual, business, or legal entity that engages Agentic Studio for services, as identified in the applicable Proposal or Service Agreement.
“Services”	AI automation solutions, workflow development, agent architecture, data analytics, consulting, and any related deliverables as described in a Proposal.
“Proposal”	A written document issued by Agentic Studio describing the scope, deliverables, timeline, and fees for a specific engagement.
“Deliverables”	Any outputs, systems, code, documentation, reports, automations, or configurations produced by Agentic Studio under a Proposal.
“Confidential Information”	Any non-public information disclosed by either party in connection with the services, including but not limited to business data, systems, strategies, and client lists.
“Intellectual Property”	All patents, copyrights, trademarks, trade secrets, source code, designs, methodologies, and other proprietary rights.
“Retainer”	A recurring monthly engagement under which Agentic Studio provides ongoing services for a fixed monthly fee.
“Force Majeure”	Any event beyond a party’s reasonable control including acts of God, government actions, power outages, cyberattacks, or internet service disruptions.

2. Formation of Agreement

These Terms and Conditions govern all services provided by Agentic Studio to the Client. A binding agreement is formed when any of the following occurs:

The Client accepts a written Proposal issued by Agentic Studio
The Client signs a Service Agreement or Statement of Work
The Client makes full or partial payment of an invoice
The Client provides written or email confirmation to proceed

These Terms are incorporated by reference into all Proposals and Service Agreements. In the event of a conflict between these Terms and a specific Proposal or Service Agreement, the Proposal or Service Agreement shall prevail.

Agentic Studio reserves the right to decline any engagement at its sole discretion.

3. Scope of Services

3.1 Defined scope

The services to be provided by Agentic Studio will be defined in a Proposal or Service Agreement. Any work outside the agreed scope constitutes a variation and must be agreed upon in writing before work commences.

3.2 Variations and change requests

If the Client requests changes to the scope, deliverables, or timeline after a Proposal has been accepted, Agentic Studio will issue a written Change Request outlining:

The nature of the additional or changed work
Any additional fees applicable
Any impact on the delivery timeline

Work on a change request will only commence once the Client has approved it in writing. Agentic Studio is not obligated to accept change requests that are technically unfeasible or outside its service offering.

3.3 Third-party platforms and tools

Agentic Studio’s services may involve the configuration of third-party platforms including but not limited to Make.com, Notion, Anthropic Claude API, Google Workspace, and Meta Business Suite. The Client acknowledges that:

Agentic Studio has no control over third-party platform pricing, availability, or changes to functionality
The Client is responsible for all third-party subscription costs unless explicitly stated otherwise in the Proposal
Agentic Studio cannot be held liable for interruptions or changes caused by third-party platform providers

4. Fees and Payment

4.1 Fees

All fees will be set out in the applicable Proposal or Service Agreement. Fees are quoted in South African Rand (ZAR) and are exclusive of VAT unless stated otherwise. Where Agentic Studio is VAT-registered, VAT will be charged at the prevailing rate.

4.2 Payment terms

Unless alternative payment terms are agreed in writing:

Project engagements: 50% deposit is due upon acceptance of the Proposal; the remaining 50% is due upon delivery of the final Deliverable
Retainer engagements: Monthly retainer fees are due in advance on the first business day of each month
Ad hoc or consulting work: Full payment is due within 14 days of invoice date

Invoices are issued via email to the Client’s nominated billing address. It is the Client’s responsibility to ensure that billing contact details are kept up to date.

4.3 Late payment

Accounts not settled within the agreed payment period will attract interest at a rate of 2% per month (compounded monthly) on the outstanding balance, calculated from the due date until the date of full payment.

Agentic Studio reserves the right to suspend all active services and withhold delivery of Deliverables until overdue amounts are settled in full. Agentic Studio shall not be liable for any loss suffered by the Client as a result of such suspension.

4.4 Expenses

Out-of-pocket expenses reasonably incurred in delivering the services (including third-party software costs, data costs, or travel if applicable) will be invoiced to the Client at cost, unless included in the Proposal fee. Agentic Studio will notify the Client of any material anticipated expenses in advance.

4.5 Price adjustments

Agentic Studio reserves the right to revise its fees on 30 days’ written notice. Retainer fees will be reviewed annually and adjusted in line with the South African Consumer Price Index (CPI) or as otherwise agreed in the Service Agreement.

5. Delivery and Timelines

Agentic Studio will use reasonable endeavours to meet estimated delivery timelines set out in the Proposal. All timelines are estimates and are subject to:

Timely provision of required information, materials, credentials, and feedback by the Client
Availability of third-party platforms and APIs
The Client’s prompt approval of deliverables or milestones at each stage

Agentic Studio shall not be held liable for delays caused by the Client’s failure to provide required inputs, approvals, or access in a timely manner. In such cases, delivery timelines will be extended by the duration of the Client’s delay.

Agentic Studio will notify the Client as soon as reasonably practicable if a material delay is anticipated on its side.

6. Client Responsibilities

The Client agrees to:

Provide Agentic Studio with all information, materials, credentials, and access required to deliver the services in a timely manner
Ensure that all information provided to Agentic Studio is accurate, complete, and up to date
Appoint a designated point of contact who has the authority to provide approvals and instructions on behalf of the Client
Review and respond to deliverables, drafts, and queries within the timeframes agreed in the Proposal (or within 5 business days if not specified)
Comply with all applicable laws in relation to its use of the Deliverables
Maintain adequate backups of its own data and systems prior to any integration or automation work being performed
Ensure that it has the necessary licences and rights to any content, data, or intellectual property that it provides to Agentic Studio for use in the services

7. Intellectual Property

7.1 Agentic Studio background IP

All methodologies, frameworks, templates, tools, proprietary processes, and pre-existing intellectual property developed by Agentic Studio prior to or independently of any engagement (“Background IP”) remain the sole property of Agentic Studio. Nothing in these Terms transfers ownership of Background IP to the Client.

Where Background IP is incorporated into Deliverables, Agentic Studio grants the Client a non-exclusive, non-transferable licence to use such Background IP solely in connection with the Deliverables for the Client’s internal business purposes.

7.2 Ownership of deliverables

Upon receipt of full and final payment, Agentic Studio assigns to the Client ownership of the custom Deliverables created specifically for the Client under the relevant Proposal, excluding any Background IP, third-party components, or open-source software incorporated therein.

Until full payment is received, all Deliverables remain the property of Agentic Studio and the Client has no right to use, copy, distribute, or build upon them.

7.3 Licence to use client materials

The Client grants Agentic Studio a limited, non-exclusive licence to use any materials, data, content, or intellectual property provided by the Client solely for the purpose of delivering the services. This licence terminates upon completion of the engagement.

7.4 Portfolio and case study rights

Agentic Studio reserves the right to reference the Client by name and describe the general nature of work performed (without disclosing Confidential Information) in its portfolio, website, marketing materials, and case studies, unless the Client expressly requests otherwise in writing.

8. Confidentiality

Each party agrees to keep the other party’s Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, except:

To employees or contractors who need to know it for the purposes of the engagement and who are bound by equivalent confidentiality obligations
As required by law, court order, or regulatory requirement

This obligation of confidentiality will survive the termination or expiry of the engagement for a period of 3 years.

Agentic Studio will implement reasonable security measures to protect Client data, consistent with those described in its Privacy Policy.

9. Limitation of Liability

9.1 Exclusions

To the maximum extent permitted by applicable South African law, Agentic Studio shall not be liable for:

Indirect, consequential, incidental, or special damages, including loss of profit, loss of revenue, loss of data, or loss of business opportunity
Any damage or loss arising from the Client’s misuse or modification of Deliverables after delivery
Any failure or disruption of third-party platforms, APIs, or tools used in delivering the services
Any loss or damage arising from inaccurate or incomplete information provided by the Client
Any breach caused by a Force Majeure event

9.2 Cap on liability

Agentic Studio’s total aggregate liability to the Client under or in connection with any engagement shall not exceed the total fees paid by the Client to Agentic Studio in the 3 months immediately preceding the event giving rise to the claim.

9.3 AI-generated outputs

Where Deliverables incorporate outputs from artificial intelligence systems (including large language models), the Client acknowledges that:

AI-generated content may contain inaccuracies and should be reviewed before use in any business-critical context
Agentic Studio makes no warranty as to the accuracy, completeness, or fitness for purpose of AI-generated outputs
The Client is solely responsible for reviewing, validating, and approving AI-generated content before it is published, shared, or acted upon

10. Warranties

10.1 Agentic Studio warranties

Agentic Studio warrants that:

It has the right and authority to enter into these Terms and provide the services
The services will be performed with reasonable skill and care
It will comply with all applicable South African laws in the performance of its services

10.2 Disclaimer of implied warranties

Except as expressly stated in these Terms or a Proposal, all warranties, conditions, and representations, whether express, implied, or statutory, are excluded to the fullest extent permitted by law. Agentic Studio does not warrant that Deliverables will be error-free or uninterrupted.

10.3 Client warranties

The Client warrants that:

It has the legal capacity and authority to enter into this agreement
All information and materials provided to Agentic Studio are accurate and do not infringe any third-party rights
It will use the Deliverables in compliance with all applicable laws

11. Termination

11.1 Termination for convenience

Either party may terminate an engagement by providing 30 days’ written notice to the other party. In such cases:

The Client will be invoiced for all work completed up to the termination date, calculated on a pro-rata or time-and-materials basis as appropriate
Any deposit paid is non-refundable unless Agentic Studio is unable to deliver the agreed scope
Deliverables produced up to the termination date will be released to the Client upon settlement of all outstanding invoices

11.2 Termination for cause

Either party may terminate an engagement immediately upon written notice if the other party:

Commits a material breach of these Terms that is not remedied within 14 days of written notice
Becomes insolvent, enters liquidation, or is unable to pay its debts as they fall due
Engages in conduct that is unlawful, fraudulent, or materially harmful to the other party’s reputation

11.3 Retainer termination

Either party may terminate a retainer engagement by providing 30 days’ written notice before the end of a calendar month. The retainer fee for the final month will be charged in full regardless of the notice date within that month.

11.4 Effect of termination

Upon termination, each party will promptly return or destroy the other party’s Confidential Information. Clauses relating to payment, intellectual property, confidentiality, limitation of liability, and dispute resolution will survive termination.

12. Data Protection

Both parties agree to comply with the Protection of Personal Information Act 4 of 2013 (POPIA) in relation to any personal information processed in connection with the services.

Agentic Studio will process any personal information provided by the Client only to the extent necessary to deliver the services and in accordance with its Privacy Policy, available at agenticstudio.co.za/privacy-policy.

Where Agentic Studio processes personal information on behalf of the Client as an Operator under POPIA, the parties acknowledge that:

The Client is the Responsible Party in respect of its own data subjects
Agentic Studio will process such personal information only on the Client’s documented instructions
Agentic Studio will implement appropriate security measures to protect such personal information
Both parties will cooperate in good faith to address any data subject requests or regulatory enquiries

13. Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under these Terms where such delay or failure arises from a Force Majeure event, provided that:

The affected party notifies the other in writing as soon as reasonably practicable after becoming aware of the event
The affected party takes all reasonable steps to mitigate the impact of the event

If a Force Majeure event continues for more than 30 consecutive days, either party may terminate the affected engagement by written notice without further liability, provided that the Client pays for all work completed to date.

14. Dispute Resolution

In the event of a dispute arising out of or in connection with these Terms or any engagement, the parties agree to attempt to resolve it through the following process:

Negotiation: Either party may give written notice of the dispute. The parties’ designated representatives will meet (in person or virtually) within 10 business days to attempt resolution.
Mediation: If negotiation fails within 20 business days, either party may refer the dispute to a mutually agreed mediator. The cost of mediation will be shared equally.
Arbitration: If mediation fails, the dispute will be referred to and finally resolved by arbitration in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA). The seat of arbitration will be Cape Town. The arbitration will be conducted in English. The arbitrator’s award will be final and binding.

Nothing in this clause prevents either party from seeking urgent interim relief from a court of competent jurisdiction.

15. General

15.1 Governing law

These Terms and all engagements are governed by the laws of the Republic of South Africa. Subject to the dispute resolution clause above, both parties submit to the jurisdiction of the Western Cape Division of the High Court of South Africa.

15.2 Entire agreement

These Terms, together with any applicable Proposal or Service Agreement, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior agreements, representations, and understandings.

15.3 Amendments

Agentic Studio may update these Terms from time to time. The updated Terms will be posted on the Agentic Studio website with a revised effective date. Continued engagement with Agentic Studio after the effective date constitutes acceptance of the updated Terms.

15.4 Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision will be severed from these Terms. The remaining provisions will continue in full force and effect.

15.5 No waiver

A party’s failure to enforce any provision of these Terms will not constitute a waiver of that party’s rights to enforce that provision or any other provision in the future.

15.6 Assignment

The Client may not assign or transfer its rights or obligations under these Terms without Agentic Studio’s prior written consent. Agentic Studio may assign its rights to a successor entity in the event of a merger, acquisition, or reorganisation.

15.7 Relationship of parties

Agentic Studio is an independent contractor. Nothing in these Terms creates an employment relationship, partnership, joint venture, or agency between Agentic Studio and the Client.

15.8 Notices

All formal notices under these Terms must be in writing and delivered by email to the parties’ nominated contact addresses. Notices are deemed received on the next business day after sending.

16. Contact Details

For any queries regarding these Terms and Conditions, please contact us:

Business name	Agentic Studio (Pty) Ltd

Director	Tyler Smith
Email	info@agenticstudio.co.za
Website	https://agenticstudio.co.za
Physical address	Cape Town, Western Cape, South Africa