General Service Terms

1. Who these terms are with

Agnes Studio is a brand operated by Agnes Foong, an individual based in Kuala Lumpur, Malaysia. Agnes Studio is not currently a separate incorporated or registered legal entity. Unless otherwise stated in a project agreement, any agreement using these terms is made with Agnes Foong personally.

These details will be updated with the exact registered business name and registration number if the business is registered with the Companies Commission of Malaysia (SSM). Such an update will not change the contracting party for an existing project unless agreed in writing.

2. In short

I provide web design, web development, web applications, automation, integrations, website support, technical maintenance and related digital services.

Every project is governed by a written quotation, statement of work or project agreement describing the scope, fees, payment schedule and other project-specific terms. These General Service Terms provide the underlying terms that apply unless the project agreement expressly says otherwise.

3. How an agreement is formed

A project agreement is formed only when:

• you accept a written quotation, statement of work or project agreement;
• you accept these General Service Terms as referenced in that document; and
• any required initial payment has been received.

Acceptance may take place by signing or electronically accepting the project document, paying the requested deposit, or giving written instructions to begin after receiving the project document. Preliminary discussions, estimates and proposals are not binding until a project agreement has been accepted. The version of these terms identified in your project agreement applies to that project. Later website updates will not retrospectively change an existing agreement.

4. Quotes and scope

Every project will have a defined scope describing the agreed deliverables and, where applicable, exclusions, assumptions, estimated timings and revision rounds.

Anything not expressly included in the agreed scope is outside scope. If you request additional work, I will explain any effect on the fees and schedule before proceeding. Additional work will begin only after it is agreed in writing. A quotation remains valid for the period stated in it. If no validity period is stated, I may revise or withdraw the quotation before it is accepted.

5. Your responsibilities

You agree to provide the information, content, access, credentials, feedback and approvals reasonably needed to complete the project. You confirm that you have the necessary rights and permissions to use any text, images, trademarks, data, software or other materials you supply.

Project dates depend on timely cooperation. Delays in receiving materials, access, feedback or approval may move the delivery schedule. Any material rescheduling or additional charges will be discussed with you before being applied. You are responsible for reviewing deliverables and identifying errors or requested changes within the review periods stated in the project agreement.

6. Fees and payment

The project agreement will state:

• the project fees and currency;
• any deposit or advance payment;
• milestone payments;
• the invoice due dates;
• approved third-party costs; and
• any applicable taxes.

Work will normally begin after the required initial payment and project materials have been received. If an invoice becomes overdue, I may pause work or withhold further delivery after giving written notice. The project schedule may be adjusted accordingly. Third-party purchases or expenses will not be incurred on your behalf without prior approval unless they were already included in the accepted quotation.

7. Changes, postponement and cancellation

Changes to the scope, deliverables or schedule must be agreed in writing. Either party may end a project by giving written notice. If you cancel or postpone a project, you remain responsible for:

• work completed up to the cancellation date;
• approved work already in progress;
• approved third-party costs; and
• non-cancellable commitments made specifically for the project.

Any remaining prepaid amount will be handled according to the project agreement and applicable law. I may pause or end a project for material non-payment, unlawful instructions, serious or repeated non-cooperation, abusive conduct or another material breach. Where reasonably possible, I will provide written notice and an opportunity to remedy the issue first. Final deliverables and handover materials may be withheld until outstanding amounts are paid.

8. Revisions, testing and support

The number and type of included revisions will be stated in the project agreement. Revisions must remain within the agreed scope. New features, new directions or substantial changes may require a revised quote. You are responsible for reviewing and testing the work during the agreed review period.

If the delivered work materially fails to meet the agreed scope, I will use reasonable efforts to correct it during the support or defect-correction period stated in the project agreement. Post-launch maintenance, content updates, security monitoring, software updates, hosting administration and ongoing technical support are not included unless expressly stated.

9. Third-party services

Projects may rely on third-party services such as hosting providers, domain registrars, content-management systems, plugins, fonts, APIs, payment services or cloud platforms. These services are governed by their own terms, availability and pricing. I am not responsible for a third-party provider changing or discontinuing its service, increasing its prices, suffering an outage or altering its technical requirements.

Unless otherwise agreed, you are responsible for maintaining and renewing your own domains, hosting, subscriptions, licences and third-party accounts after handover. Where practical, client-owned services should be registered in your name or business name rather than mine.

10. Ownership and intellectual property

You retain ownership of materials you provide.

Subject to full payment, ownership of the bespoke final deliverables expressly identified in the project agreement transfers to you, to the extent that I own those deliverables and they are capable of being transferred.

I retain ownership of my pre-existing and reusable tools, templates, code libraries, components, workflows, methods, systems and know-how. Where any of these are incorporated into a final deliverable, you receive a perpetual, worldwide and non-exclusive licence to use them as part of that deliverable. Third-party materials remain subject to their own licences.

Drafts, unused concepts, development tools, internal working files and source materials are not included unless expressly identified as deliverables. Any use of your name, logo, confidential information or non-public project information in my portfolio will require your permission or be addressed in the project agreement.

11. Confidentiality and personal data

Each party will take reasonable care to protect confidential information received from the other party and will use it only for the project. This does not apply to information that is already public, lawfully obtained from another source, independently developed or required to be disclosed by law.

Personal data will be handled in accordance with the Agnes Studio Privacy Notice. If a project requires additional data-processing obligations, these will be addressed separately.

12. Standard of service and outcomes

I will provide the services with reasonable care and skill and in accordance with the agreed scope. Unless expressly guaranteed in the project agreement, I cannot guarantee:

• particular search-engine rankings;
• specific levels of traffic, enquiries, sales or revenue;
• uninterrupted or error-free operation;
• permanent compatibility with future browsers, software or third-party services;
• protection against every possible security incident; or
• results that depend on third-party platforms, customer behaviour or market conditions.

This section does not remove my responsibility to deliver the services and deliverables expressly agreed in the project agreement.

13. Liability

To the fullest extent permitted by law, neither party will be liable for indirect or consequential loss arising from a project. To the fullest extent permitted by law, my total aggregate liability arising from a project will not exceed the total fees paid or payable for that project.

I am not responsible for loss caused by:

• inaccurate or unlawful client-supplied materials;
• client instructions;
• unauthorised changes made by another person;
• failure to maintain software, subscriptions, backups or security after handover; or
• a third-party service outside my reasonable control.

Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited, including applicable statutory consumer rights.

14. Events outside reasonable control

Neither party will be responsible for delay or failure caused by circumstances outside its reasonable control. The affected party will notify the other party and take reasonable steps to reduce the disruption. If such circumstances continue for an extended period, either party may discuss rescheduling or ending the affected work.

15. Governing law and disputes

These terms and each project agreement are governed by the laws of Malaysia. If a dispute arises, both parties will first try to resolve it through good-faith discussion. If it cannot be resolved, either party may pursue the remedies available through the courts or other applicable dispute-resolution bodies in Malaysia.

16. Order of precedence

If documents conflict, the following order applies:

• a signed project agreement;
• an accepted quotation or statement of work;
• these General Service Terms; and
• other written project correspondence.

A project document may override a section of these terms only where it clearly identifies the different arrangement.

17. General provisions

If a provision of these terms is found to be invalid or unenforceable, the remaining provisions will continue to apply. A delay or failure to enforce a right does not waive that right. Changes to an existing project agreement must be agreed in writing.

18. Contact

Questions about these terms may be sent to:

Agnes Foong
Agnes Studio
Kuala Lumpur, Malaysia
Email: hello@agnesstudio.my
Telephone or WhatsApp: +60 17-508 8077