Version: GTC-v2025-06

Effective Date: 1st of June 2025

1. Scope of Application

These General Terms and Conditions of Sale apply to all services, equipment rentals, and personnel engagements provided by Evoke Studios OÜ (“Evoke”) to its clients. This includes but is not limited to creative production, immersive installations, technical consulting, system integration, hardware supply, and the provision of freelance or subcontracted personnel.

2. Contractual Structure

Each engagement may be governed by one or more of the following documents, which together form the contractual framework, and in this order of precedence:

• A Statement of Work (SOW)
• A Service Level Agreement (SLA)
• A Quote or Invoice

In the event of conflict or inconsistency between these documents, the above order of precedence shall apply. These General Terms and Conditions underpin all such documents and apply to all engagements unless explicitly superseded by terms stated in the SOW, SLA, or Quote. Each document applies only to the specific scope and context for which it was issued and does not override the others except where explicitly stated.

3. Deliverables and Timelines

Evoke will deliver its services with reasonable care and skill within the timeframe set out in the applicable contract. Delays caused by the client, third parties, or unforeseen circumstances beyond Evoke’s control do not constitute a breach of contract. Evoke reserves the right to issue formal Situation Reports when external risks or delays arise.

4. Fees and Payment Terms

• Payment terms are specified in each Quote or SOW. Unless otherwise agreed, 50 percent of the total project fee is due upon acceptance and 50 percent before final delivery.
• All invoices are payable within 14 days of issue.
• Late payments may incur interest at a rate of 2 percent per month and may result in suspension of services or withholding of deliverables.
• Deliverables may be withheld until all invoiced payments are received in full.
• Travel, accommodation, and other reimbursable expenses are charged at cost unless otherwise stated.

5. Invoicing Policy

Clients may receive multiple invoices linked to a single Quote, SOW or SLA, including:

• Retainer invoices before project commencement
• Crewing invoices upon completion of on-site work
• Equipment rental invoices issued before and after use

• Expenses and overtime billed upon submission of supporting documentation

Working days for on-site personnel are defined as 10 hours including breaks. Overtime beyond this will be charged hourly at double the pro-rated day rate unless otherwise agreed in writing. Overtime should be approved by the client’s on-site representative where possible and will be supported by time documentation.

6. Scope Changes

Any change to the agreed scope, schedule, deliverables, or staffing must be confirmed in writing and may incur additional charges. Scope changes without prior written agreement will not be actioned by Evoke.

7. Provision of Personnel

Evoke may supply personnel directly or via subcontractors. All supplied personnel will be suitably skilled and qualified. Clients agree not to solicit, hire, or directly engage any Evoke-supplied personnel or subcontractors for a period of twelve months from the end of the engagement, without written permission.

8. Travel and Accommodation

Where Evoke personnel are required to travel for project delivery, the following standards apply unless otherwise agreed in writing:

• Flights for short-haul travel (defined as scheduled flights with a total flight time of less than 4 hours, excluding layovers) may be booked in economy class<
• Flights for long-haul travel (defined as scheduled flights with a total flight time of 4 hours or more, or any flight involving intercontinental travel) should be booked in premium economy class or higher
• Hotel accommodation must be high-quality, with private rooms and breakfast included
• Local ground transport shall be arranged by the client or reimbursed at cost
• Shared accommodation is not acceptable unless explicitly agreed in advance

9. Equipment Rental

All rented equipment remains the property of Evoke unless otherwise stated. The client assumes responsibility for the safekeeping, proper use, and return of any rented equipment. Any loss or damage during the rental period will be charged to the client at replacement or repair cost.

10. Intellectual Property

Unless otherwise agreed in writing:

• All intellectual property created by Evoke remains the sole property of Evoke
• Clients receive a limited, non-exclusive licence to use the deliverables solely for the purposes described in the project documentation
• All pre-existing tools, methods, frameworks, and software remain the property of Evoke

11. Confidentiality

Both parties agree to keep confidential any proprietary, sensitive, or non-public information disclosed during the engagement. This obligation continues for a period of three years after the end of the agreement, unless otherwise required by law.

12. Limitation of Liability

Evoke’s total liability for any claim or series of related claims is limited to the total amount paid by the client for the specific engagement in the preceding three-month period. Evoke shall not be liable for indirect, incidental, special, or consequential damages including loss of profit, loss of data, or reputational harm.

13. Warranty and Disclaimer

Evoke warrants that services will be performed with reasonable care and in accordance with industry standards. No warranty is given for third-party hardware or software performance. All warranties are void if the client modifies the delivered systems or fails to provide accurate information.

14. Service Level Agreements

Where a signed SLA exists, it defines the applicable support coverage, response times, and escalation procedures. Clients without an SLA will receive support on a best-effort basis only.

15. Marketing Rights

Unless otherwise agreed in writing, Evoke reserves the right to share approved deliverables on its website, social media platforms, and promotional materials.

16. Risk Management

Evoke will apply its internal risk management processes throughout project delivery. This includes identifying potential risks, issuing formal risk or situation reports, and working with the client to mitigate disruption. Clients are expected to acknowledge risks identified and cooperate to minimise their impact.

17. Force Majeure

Neither party shall be held liable for delays or failures caused by events beyond reasonable control. This includes but is not limited to natural disasters, civil unrest, pandemics, internet outages, and labour disputes.

18. Termination

Either party may terminate any engagement with 30 days’ written notice or immediately in the event of material breach. Termination does not relieve either party from obligations already incurred. All fees for work completed to the date of termination remain payable.

19. Governing Law and Jurisdiction

This agreement shall be governed by the laws of Estonia. Any dispute arising out of or in connection with this agreement shall be subject to the exclusive jurisdiction of the Estonian courts, unless both parties agree in writing to refer the matter to another European jurisdiction.

20. Entire Agreement

These General Terms and Conditions, together with any related Quote, SOW, or SLA, form the entire agreement between Evoke and the client. Any amendments must be made in writing and signed by both parties. Evoke Studios reserves the right to change these Terms and Conditions at any time without prior notice.