Terms & Conditions of Schema Co., Ltd.

1. Introduction

1.1 These Terms and Conditions ("Terms") govern all business engagements between Schema Co., Ltd. ("the Agency") and its clients ("the Client"). By engaging the Agency, the Client acknowledges full acceptance of these Terms.

1.2 These Terms apply unless superseded by a written contract. In the event of a conflict, the contract’s provisions shall prevail.

2. Scope of Services

 

2.1 The Agency provides:

• Marketing Services: SEO, SEM, PPC, SMM, media planning, digital campaigns.

• Creative Services: Branding, copywriting, graphic design, photography, video production.

• E-Commerce & Digital Products: Templates, downloadable tools, software, merchandise.

• Consulting Services: Market research, business strategy, advertising advisory.

 

2.2 Individual Contracts

Any work performed by the Agency outside this scope requires separate agreements.

3. Ethical Standards & Business Conduct

 

3.1 Ethical Policies:

The Agency operates under the highest ethical standards and reserves the right to refuse services to any Client whose values, conduct, or affiliations contradict these principles.

​

3.2 Prohibited Engagements:

The Agency does not work with entities supporting, affiliated with, or operating in favor of pro-Russian or Russian-aligned interests in the context of the war in Ukraine. This includes, but is not limited to:

• Russian state-owned enterprises.

• Businesses financially supporting the Russian Federation.

• Individuals or entities under international sanctions.

• Organizations engaged in propaganda, disinformation, or adversarial geopolitical activities.

 

3.3 Mandatory Disclosure Requirement:

Clients are legally obligated to disclose any affiliations, direct or indirect, with Russian or Russian-aligned entities, including employees, partners, shareholders, or clients of Russian nationality or association. Failure to disclose such affiliations constitutes a material breach, leading to immediate contract termination without refund and potential legal action.

 

3.4 Additional Information
For additional guidance on the Agency’s ethical stance, refer to the Activist Statement, available in the website footer or upon request.

4. Payment Terms

4.1 Default Payment Structure:

• 50% deposit upon project initiation (non-refundable once work commences).

• 30% mid-project payment (non-refundable after approval of progress phase).

• 20% final payment due upon project completion.

4.2 Late Payment Penalty:

• Payments overdue by 7 days incur a 5% penalty.

• Payments overdue by 30 days accrue 2% interest per month, in line with industry standards.

• Payments overdue by 90 days may result in legal action, suspension of services, and ownership retention of all deliverables until payment is settled.

4.3 Right to Restitution
The Agency reserves the right to report delinquent payments to credit reporting agencies and pursue recovery via legal channels.

5. Refund Policy

5.1 The Agency’s Refund Policy, available on the website, governs all refund claims. Refunds are strictly limited and assessed based on:

• Project phase at cancellation.

• Work completed.

• Non-refundable deposits and third-party costs.

5.2 Refund requests must be made in writing within 14 days of project completion. The Agency reserves the right to reject refund claims that do not meet the Refund Policy’s conditions.

6. Intellectual Property & Licensing

 

6.1 Ownership: All creative assets, digital products, and deliverables remain the exclusive property of the Agency until full payment is received.

​

6.2 Licensing Terms:

• Upon full payment, the Client receives a non-exclusive, non-transferable license to use the final deliverables.

• Unauthorized reproduction, resale, or modification of Agency-created assets without prior consent is strictly prohibited.

• The Agency retains the right to use completed work for portfolio, promotional, and educational purposes unless otherwise agreed in writing.

 

6.3 Third-Party IP:

The Client guarantees they hold the necessary rights for materials provided to the Agency. The Agency is not liable for any infringement claims arising from Client-supplied content.

7. Brand Protection & Unauthorized Use

 

7.1 Branding & Brand Assets

The Agency’s logotype, branding, website, and proprietary materials are protected intellectual property. Unauthorized use, reproduction, or modification is strictly prohibited and subject to legal enforcement.

 

7.2 Ethical & Informed Consent Breach

Clients who breach ethical standards or engage in reputational damage against the Agency are prohibited from:

• Using or displaying Agency-created assets.

• Modifying, distributing, or claiming ownership over deliverables.

• Referencing the Agency in marketing, PR, or professional materials.

 

7.3 Misuse

Any misuse or unauthorized association with the Agency’s work may result in legal action for brand defamation and unauthorized IP use.

8. Dispute Resolution & Legal Jurisdiction

8.1 All disputes shall first be resolved via mediation. If unresolved, legal action shall be pursued in Thai courts, except where the Agency exercises its right to seek resolution in the EU courts due to the nationality of one of its founders.

​

8.2 Governing Law

• Thai law governs all agreements.

• EU law may apply where relevant, including in cross-border disputes.

 

8.3 Force Majeure

The Agency is not liable for project delays or terminations caused by events beyond its control, including but not limited to:

• Natural disasters.

• Political instability.

• Regulatory changes.

• Third-party failures (e.g., software outages, vendor disputes).

9. Amendments & Final Provisions

9.1 The Agency reserves the right to amend these Terms at any time. Clients will be notified via email or website updates.

9.2 Severability: If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions shall remain in full effect.

9.3 Entire Agreement: These Terms, together with individual contracts, constitute the entire agreement between the Agency and the Client, superseding any prior discussions, negotiations, or understandings.

​

For up to date terms and conditions, refund policy, privacy policy, activist statement and other service conditions of the Agency, please refer to the valid contractual agreements between the agency and you party (if any) and/or request clarification via e-mail or modes of communication that the Agency has engaged in with your party previously.