Terms of Engagement

1. Service provider

MORABITO•ART is a creative direction and consulting practice operated by PT YANG KITA JAGA, a company incorporated in Indonesia, with its registered office at Morabito Art Villa, Jalan Pantai Berawa, Canggu, Kuta Utara, Kabupaten Badung, Bali Indonesia, registration/business identification number 1707250027282, and tax identification number NPWP: 10.000.000.0-227.4763.

PT YANG KITA JAGA is the contracting and invoicing entity (“the Company”). Anthony Morabito leads the creative practice. “Client” means the person or organisation identified in the accepted proposal.
Contact and contractual notices: hello@morabito.art.

2. Agreement and scope

These terms apply to an engagement only when supplied to the Client and expressly incorporated into a written proposal or service agreement accepted by both parties. Browsing the website, submitting an enquiry or attending an introductory call does not create a paid engagement.

The proposal specifies objectives, services, deliverables, exclusions, timetable, responsibilities, fees, payment milestones, revision allowances and usage rights. A signed amendment takes priority over the proposal; the proposal takes priority over these terms. Mandatory law prevails in all cases.

Only the agreed services are included. Design production, development, photography, film production, printing, media buying, event operations, procurement and other implementation services require express inclusion.

3. Introductory discussions and paid strategic work

An introductory call is intended to understand the context, assess fit and discuss a possible engagement. Project-specific research, recommendations, creative concepts and written strategic assessments are paid work unless expressly agreed otherwise.

Pre-contract materials supplied by the Company are for evaluating the proposed engagement. They may be shared with advisers under confidentiality but may not be implemented, published or passed to another supplier for execution without written permission. This does not restrict the Client’s own materials, public information or independently developed ideas.

4. Fees, taxes and payment

The proposal identifies the contractual currency, applicable taxes, any lawful withholding requirements and the payment schedule. Invoicing and payment must comply with applicable currency rules. A withholding required by law must be supported by an official certificate; any proposed gross-up must be expressly agreed.

Unless the proposal states otherwise, fixed project fees are invoiced 50% before commencement and 50% on delivery of the agreed final work. Longer engagements may use milestone payments. Strategic Reviews are payable before work begins. Advisory fees are payable monthly in advance.

Invoices are payable within 14 calendar days unless otherwise agreed. Work begins after written acceptance and receipt of the initial payment. The Client must promptly identify any disputed invoice amount and its reasons, and pay undisputed sums when due.

No additional professional fee or expense is chargeable without prior written approval. The Company may suspend work for an overdue undisputed payment after written notice allowing seven calendar days to remedy it. A suspension may affect the delivery schedule.

5. Client responsibilities

The Client appoints an authorised decision-maker and provides accurate information, access, materials and consolidated feedback within the agreed timetable. The Client is responsible for having permission to supply and use its materials.

The Client remains responsible for its business decisions, factual claims, regulatory approvals and specialist legal, tax, financial or technical advice. The Company remains responsible for performing its own agreed services with reasonable skill and care.

6. Changes, feedback and acceptance

The number of concepts, presentations and revision rounds is stated in the proposal. A revision develops the agreed direction; a new brief, additional deliverable or reopening an approved stage may require a scope change.

Before additional work starts, the Company will explain any effect on fees and timing and obtain written approval. Correcting a failure to meet the agreed scope is not an additional paid revision.

Within ten business days of delivery, the Client should approve the deliverable or identify specific departures from the agreed brief. The Company will address substantiated departures within a reasonable agreed period. Silence alone does not constitute acceptance or waive rights. Delayed feedback may require rescheduling.

7. Timing and project pauses

Dates depend on the agreed inputs, approvals and availability of relevant contributors. Each party will promptly flag circumstances likely to affect delivery.

If the Client pauses a project or necessary input remains outstanding for more than 20 business days, the Company may release reserved dates after written notice. A restart date and any justified additional scope or cost must be agreed in writing; no automatic restart fee applies.

If Anthony Morabito becomes unavailable for a material period, the Company will discuss an alternative timetable or an approved replacement. The Client is not required to accept a replacement creative lead.

8. Collaborators and external costs

Specialist collaborators may participate where appropriate to the agreed scope. The Company remains responsible for subcontractors it appoints to perform its services, including suitable confidentiality and intellectual-property arrangements.

Suppliers contracted directly by the Client remain responsible under their own contracts. The proposal will identify whether supplier coordination is included. Travel, accommodation, venue hire, licences, production and other external costs require approval before commitment. Any supplier markup or referral commission must be disclosed and agreed.

9. Intellectual property and usage rights

Each party retains its pre-existing materials. The Company and relevant creators retain their methods, templates, tools, unused proposals, preliminary concepts and other background materials.

The proposal must specify which final deliverables are licensed or assigned, their permitted uses, any exclusivity, territory, duration and restrictions, and whether editable or source files are included. Rights dependent on payment take effect after payment of the sums due for the relevant deliverables.

If the proposal is silent, after full payment the Company grants the Client a non-exclusive, worldwide, perpetual licence to use, reproduce and adapt the final deliverables for the named project, including sharing with contractors implementing that project. This does not permit resale of standalone materials or reuse for unrelated projects. A broader licence or assignment requires written agreement.

Third-party works, fonts, images, music and software remain subject to their own licences. Reference images and mood-board material are for discussion unless separately cleared for production. The Company will identify known licensing requirements for material it proposes and obtain the permissions it has expressly undertaken to obtain.

The Company will secure the rights needed to grant the agreed licence or assignment for its own contributions. Moral rights and other non-transferable rights remain subject to applicable law. Naming, trademark searches and registration are included only if expressly stated.

10. Confidentiality and publicity

Both parties will protect non-public commercial, creative and personal information received through the engagement, use it only for the engagement, and disclose it only to those who need it and are subject to appropriate confidentiality obligations.

This does not cover information already lawfully known, publicly available without breach, independently developed or lawfully received from another source. Legally required disclosure is permitted, with advance notice where lawful.

These obligations continue for three years after the engagement ends; trade secrets remain protected while they qualify as such, and personal information remains subject to applicable law.

The Company may identify the Client, use its logo, or publish project materials in its portfolio only with the Client’s prior written approval of the material and timing. Credits and embargoes will be agreed. Approval to perform the work is not approval to publicise it.

11. Personal information

Each party will comply with the data-protection obligations applicable to its activities. The Company’s separate Privacy Notice explains its handling of website enquiries and business contact information.

If the engagement requires processing personal data on the Client’s behalf, the parties will agree the necessary processing instructions, security arrangements, retention and deletion requirements, subcontractor conditions and international-transfer safeguards before processing begins.

Confidential client information or personal data must not be submitted to public generative-AI services without prior written approval and appropriate safeguards.

12. Ending an engagement

Either party may terminate for a material breach that remains unremedied 14 calendar days after written notice describing the breach. Immediate termination is permitted where required by law or where the breach cannot reasonably be remedied.

The Client may end a fixed project for convenience on 14 calendar days’ written notice. The Client pays for work performed up to termination and unavoidable third-party commitments previously approved in writing. The Company will provide an itemised account. Advances exceeding these amounts are refunded within 14 calendar days of the final account. There is no automatic forfeiture of all advance payments.

The Company will make available completed work for which payment has been received, with the associated agreed rights, and identify any incomplete work. Any licence for incomplete material must be agreed separately.

Ongoing advisory may be ended on 30 calendar days’ written notice unless the proposal specifies an agreed minimum term and its early-termination arrangements. Fees remain due for the agreed notice period while the Company remains available to provide the reserved service. Any minimum term must be explicit before acceptance.

If the Company ends the engagement without Client breach, it will provide reasonable transition assistance, charge only for work performed and approved unavoidable commitments, and refund unearned advances.

13. Professional standard and outcomes

The Company will perform the agreed services with reasonable skill, care and diligence. Strategic and creative recommendations involve professional judgement; commercial performance also depends on factors outside the Company’s control.

No specific sales, funding, audience, press coverage, partnership or business result is guaranteed unless an express written guarantee is agreed. This does not reduce the obligation to deliver the services and outputs specified in the proposal.

14. Liability

Subject to mandatory law, each party is responsible for direct losses caused by its breach. Neither party is responsible for speculative or indirect consequential losses.

For ordinary contractual claims, each party’s aggregate liability is limited to the total professional fees paid or payable under the relevant fixed project or, for ongoing advisory, the fees paid or payable for the 12 months preceding the event giving rise to the claim.

This limitation does not exclude payment obligations or liability for fraud, wilful misconduct, gross negligence, breach of confidentiality, infringement of third-party intellectual-property rights, breach of applicable data-protection obligations, or liability that cannot lawfully be excluded or limited.

15. Events beyond reasonable control

Neither party is liable for a delay caused by an event beyond its reasonable control that could not reasonably have been prevented or overcome. The affected party must promptly notify the other and take reasonable steps to limit the effect.

If the disruption continues for more than 30 calendar days, either party may end the affected services. Completed work and approved unavoidable costs remain payable, and unearned advances are refunded.

16. Governing law, disputes and language

Subject to any mandatory law and a different express provision in the accepted proposal, the agreement is governed by Indonesian law.

The parties will first seek to resolve any dispute through good-faith discussions within 30 calendar days of written notice. If no resolution is reached, either party may bring proceedings before the courts having jurisdiction under applicable law, unless a valid written dispute-resolution agreement provides otherwise. Nothing in this clause prevents either party from seeking urgent protective relief where available.

The parties will execute an Indonesian-language version and any agreed foreign-language version as required by applicable law. The signed agreement will specify how differences between versions are resolved, to the extent legally permitted.

17. General provisions

Neither party may bind the other or represent that a partnership, employment relationship or agency has been created. Subcontracting under clause 8 does not transfer the Company’s contractual responsibility.

Changes to an accepted engagement must be agreed in writing. Updating the website does not retrospectively amend an existing agreement. If a provision is unenforceable, the remaining provisions continue to apply to the extent permitted by law.

Effective date: 26/09/2026.
Legal and contractual enquiries: hello@morabito.art.