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Terms of Service

Last Updated: Mar 28, 2026, 12:00 AM

AGREEMENT TO OUR LEGAL TERMS

We are Carmin Studios Limited, doing business as Carmin Studios and Carmin ('Company', 'we', 'us', or 'our').

We operate the website https://carminstudios.com/ (the 'Site'), as well as any other related products and services that refer or link to these legal terms (the 'Legal Terms') (collectively, the 'Services').

We provide Roblox development services. People pay us to create Roblox games or custom assets. You can contact us by email at contact@carminstudios.com.

These Legal Terms constitute a legally binding agreement made between you ('you') and Carmin Studios Limited, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms from time to time. We will alert you about any changes by updating the 'Last updated' date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.

The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.

We recommend that you print a copy of these Legal Terms for your records.

• 1. Our Services

• 2. Intellectual Property Rights

• 3. User Representations

• 4. Purchases and Payment

• 5. Policy

• 6. Prohibited Activities

• 7. User Generated Contributions

• 8. Contribution Licence

• 9. Services Management

• 10. Privacy Policy

• 11. Term and Termination

• 12. Modifications and Interruptions

• 13. Governing Law

• 14. Dispute Resolution

• 15. Corrections

• 16. Disclaimer

• 17. Limitations of Liability

• 18. Indemnification

• 19. User Data

• 20. Electronic Communications, Transactions, and Signatures

• 21. California Users and Residents

• 22. Miscellaneous

• 23. Refunds, Payment and Fees

• 24. Scope of Work

• 25. Revisions

• 26. Intellectual Property and Usage Rights

• 27. Limitation of Liability

• 28. Termination, Suspension and Kill Fee

• 29. Client Responsibilities and Cooperation

• 30. Third-Party Services and Integrations

• 31. Confidentiality and Non-Disclosure

• 32. Governing Law and Dispute Resolution

• 33. Chargeback and Payment Dispute Policy

• 34. Non-Solicitation and Non-Circumvention

• 35. Platform Dependency and Roblox Disclaimer

• 36. Debt Recovery, Legal Costs and Enforcement

• 37. Contact Us

1. OUR SERVICES

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Services are not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use the Services. You may not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

2. INTELLECTUAL PROPERTY RIGHTS

Our intellectual property

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the 'Content'), as well as the trademarks, service marks, and logos contained therein (the 'Marks').

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.

The Content and Marks are provided in or through the Services 'AS IS' for your personal, non-commercial use or internal business purpose only.

Your use of our Services

Subject to your compliance with these Legal Terms, including the 'PROHIBITED ACTIVITIES' section below, we grant you a non-exclusive, non-transferable, revocable licence to: access the Services; and download or print a copy of any portion of the Content to which you have properly gained access, solely for your personal, non-commercial use or internal business purpose.

Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: contact@carminstudios.com. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.

Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.

Your submissions

Please review this section and the 'PROHIBITED ACTIVITIES' section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.

Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ('Submissions'), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

You are responsible for what you post or upload: By sending us Submissions through any part of the Services you: confirm that you have read and agree with our 'PROHIBITED ACTIVITIES' and will not post, send, publish, upload, or transmit through the Services any Submission that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading; to the extent permissible by applicable

law, waive any and all moral rights to any such Submission; warrant that any such Submission are original to you or that you have the necessary rights and licences to submit such Submissions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions; and warrant and represent that your Submissions do not constitute confidential information.

You are solely responsible for your Submissions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party's intellectual property rights, or (c) applicable law.

3. USER REPRESENTATIONS

By using the Services, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Legal Terms; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (4) you will not use the Services for any illegal or unauthorised purpose; and (5) your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

4. PURCHASES AND PAYMENT

We accept the following forms of payment:

• Visa

• Mastercard

• American Express

• PayPal

• Stripe

• Apple Pay

• Cryptocurrency

• Google Pay

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in US dollars.

You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorise us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. We reserve the right to limit or prohibit orders that, in our sole judgement, appear to be placed by dealers, resellers, or distributors.

5. POLICY

All sales are final and no refund will be issued.

6. PROHIBITED ACTIVITIES

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavours except those that are specifically endorsed or approved by us.

As a user of the Services, you agree not to:

• Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.

• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.

• Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.

• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.

• Use any information obtained from the Services in order to harass, abuse, or harm another person.

• Make improper use of our support services or submit false reports of abuse or misconduct.

• Use the Services in a manner inconsistent with any applicable laws or regulations.

• Engage in unauthorised framing of or linking to the Services.

• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party's uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.

• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.

• Delete the copyright or other proprietary rights notice from any Content.

• Attempt to impersonate another user or person or use the username of another user.

• Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ('gifs'), 1x1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as 'spyware' or 'passive collection mechanisms' or 'pcms').

• Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.

• Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.

• Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.

• Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.

• Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.

• Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorised script or other software.

• Use a buying agent or purchasing agent to make purchases on the Services.

• Make any unauthorised use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretences.

• Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavour or commercial enterprise.

• Sell or otherwise transfer your profile.

• Use the Services to advertise or offer to sell goods and services.

7. USER GENERATED CONTRIBUTIONS

The Services does not offer users to submit or post content.

8. CONTRIBUTION LICENCE

You and Services agree that we may access, store, process, and use any information and personal data that you provide and your choices (including settings).

By submitting suggestions or other feedback regarding the Services, you agree that we can use and share such feedback for any purpose without compensation to you.

9. SERVICES MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

10. PRIVACY POLICY

We care about data privacy and security. By using the Services, you agree to be bound by our Privacy Policy posted on the Services, which is incorporated into these Legal Terms. Please be advised the Services are hosted in the United Kingdom. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United Kingdom, then through your continued use of the Services, you are transferring your data to the United Kingdom, and you expressly consent to have your data transferred to and processed in the United Kingdom.

11. TERM AND TERMINATION

These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

12. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

13. GOVERNING LAW

These Legal Terms are governed by and interpreted following the laws of the United Kingdom, and the use of the United Nations Convention of Contracts for the International Sales of Goods is expressly excluded. If your habitual residence is in the EU, and you are a consumer, you additionally possess the protection provided to you by obligatory provisions of the law in your country of residence. Carmin Studios Limited and yourself both agree to submit to the non-exclusive jurisdiction of the courts of London, which means that you may make a claim to defend your consumer protection rights in regards to these Legal Terms in the United Kingdom, or in the EU country in which you reside.

14. DISPUTE RESOLUTION

Binding Arbitration

Any dispute arising from the relationships between the Parties to these Legal Terms shall be determined by one arbitrator who will be chosen in accordance with the Arbitration and Internal Rules of the European Court of Arbitration being part of the European Centre of Arbitration having its seat in Strasbourg, and which are in force at the time the application for arbitration is filed, and of which adoption of this clause constitutes acceptance. The seat of arbitration shall be London, United Kingdom. The language of the proceedings shall be English. Applicable rules of substantive law shall be the law of the United Kingdom.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilise class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorised use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

15. CORRECTIONS

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

16. DISCLAIMER

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGEMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

17. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) use of the Services; (2) breach of these Legal Terms; (3) any breach of your representations and warranties set forth in these Legal Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

19. USER DATA

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

20. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS

INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

21. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

22. MISCELLANEOUS

These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defences you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.

23. REFUNDS, PAYMENT AND FEES

The Client agrees that all fees, deposits, and payments made to the Company are final and non-refundable, except where required by applicable law. Work shall not commence until the agreed upfront payment has been received in full. Upon commencement of services, the Client acknowledges that the Company allocates time, resources, and personnel specifically to the Client's project, thereby rendering such payments non-recoverable.

In the event of non-payment, late payment, or chargeback attempts, the Company reserves the right to immediately suspend all services, revoke access to deliverables, and pursue recovery of outstanding amounts through legal or third-party collection methods. The Client shall be responsible for any additional costs incurred in the recovery of unpaid fees, including administrative and legal expenses.

Unless otherwise agreed in writing, all invoices are due upon receipt. Failure to make payment within the specified timeframe may result in the application of statutory interest and compensation in accordance with applicable UK regulations.

24. SCOPE OF WORK

The scope of work shall be strictly limited to the services, deliverables, and specifications explicitly outlined in the agreed proposal, statement of work, or written agreement. Any request by the Client that extends beyond this defined scope, including but not limited to additional features, modifications, integrations, or redesigns, shall constitute a variation of scope.

The Company reserves the sole discretion to determine whether a request falls outside the agreed scope. All out-of-scope work shall be subject to additional fees, revised timelines, and written approval by both parties prior to commencement.

The Company shall not be obligated to proceed with any additional work until such variations are formally agreed upon. Any delays resulting from scope changes, unclear instructions, or repeated alterations requested by the Client may result in adjustments to delivery timelines and additional charges.

25. REVISIONS

The Client shall be entitled to a fixed number of revision rounds as specified in the agreed terms, if any. A revision round is defined as a consolidated set of requested changes submitted by the Client at one time. Requests submitted incrementally or outside of agreed review stages may be treated as separate revision rounds.

Any revisions requested beyond the allocated number shall be subject to additional fees at the Company's prevailing rates. The Company reserves the right to decline excessive or unreasonable revision requests that materially alter the original agreed scope.

Upon delivery of any milestone or final work, the Client shall review and either approve or request revisions within a reasonable timeframe. Failure to respond within 3 days shall constitute deemed acceptance of the work as delivered. Once approved, either explicitly or by inaction, the deliverable shall be considered final, and further changes will be treated as new work.

26. INTELLECTUAL PROPERTY AND USAGE RIGHTS

All intellectual property rights, including but not limited to designs, code, assets, concepts, and deliverables created by the Company, shall remain the sole property of the Company until full payment of all outstanding fees has been received.

Upon receipt of full and cleared payment, the Client shall be granted a non-exclusive or exclusive licence (as specified in writing) to use the final deliverables for their intended purpose. Unless explicitly agreed otherwise, the Company retains the right to reuse, display, modify, and repurpose any non-confidential elements of the work for portfolio, marketing, or commercial purposes.

The Client shall not reproduce, distribute, modify, or exploit any deliverables prior to full payment. Any unauthorised use of the Company's work shall constitute a material breach of this agreement and may result in legal action.

27. LIMITATION OF LIABILITY

To the fullest extent permitted by law, the Company's total liability arising out of or in connection with the provision of services shall be strictly limited to the total amount paid by the Client for the specific services giving rise to the claim.

The Company shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, revenue, data, business opportunities, or reputational harm, whether arising in contract, tort, negligence, or otherwise, even if the Company has been advised of the possibility of such damages.

The Client acknowledges that digital products and services may be subject to unforeseen issues, including third-party failures, platform limitations, or technical disruptions, and agrees that the Company shall not be held responsible for such factors beyond its reasonable control.

28. TERMINATION, SUSPENSION AND KILL FEE

The Company reserves the right to suspend or terminate services at any time, with or without prior notice, where the Client is in breach of any term of this agreement, including but not limited to non-payment, abusive conduct, or failure to provide required information or cooperation.

The Client may terminate the project at any time by providing written notice; however, in such cases, the Client agrees to pay for all work completed up to the date of termination, including a termination fee of no less than 50% of the remaining project value to account for lost scheduling, opportunity cost, and allocated resources.

Upon termination, all licences granted to the Client shall immediately cease unless full payment has been made. The Company shall have no obligation to deliver incomplete work or provide further services until all outstanding fees have been settled in full.

29. CLIENT RESPONSIBILITIES AND COOPERATION

The Client agrees to provide all necessary materials, information, access credentials, approvals, and feedback required for the completion of the project in a timely and accurate manner. The Client warrants that any content or materials supplied do not infringe upon the rights of any third party.

The Company shall not be responsible for delays, defects, or additional costs arising from incomplete, inaccurate, or late provision of required inputs by the Client. Where the Client fails to provide necessary cooperation, the Company reserves the right to adjust project timelines, reallocate resources, or place the project on hold.

Any additional work required due to incorrect, revised, or delayed Client-provided materials shall be subject to additional fees at the Company's standard rates.

30. THIRD-PARTY SERVICES AND INTEGRATIONS

The Client acknowledges that the project may involve the use of third-party services, platforms, software, or tools, including but not limited to hosting providers, payment processors, APIs, or content management systems.

The Company shall not be liable for the performance, availability, security, or functionality of any third-party services, including any changes, interruptions, or discontinuations made by such providers.

The Client agrees that any fees, terms, or obligations associated with third-party services are the sole responsibility of the Client unless otherwise agreed in writing.

The Company does not guarantee the continued compatibility or operation of integrations where third-party services are updated, deprecated, or modified beyond the Company's control.

31. CONFIDENTIALITY AND NON-DISCLOSURE

Both parties agree to treat all confidential information disclosed during the course of the project as strictly confidential and shall not disclose such information to any third party without prior written consent, except where required by law.

Confidential information includes, but is not limited to, business plans, technical data, pricing, strategies, proprietary processes, and any non-public information clearly identified as confidential or reasonably understood to be confidential.

This obligation shall survive the termination or completion of the agreement. The receiving party agrees to take all reasonable measures to protect such information from unauthorised access, use, or disclosure.

32. GOVERNING LAW AND DISPUTE RESOLUTION

This agreement shall be governed by and construed in accordance with the laws of the United Kingdom.

In the event of any dispute arising out of or in connection with this agreement, the parties agree to first attempt to resolve the matter through good faith negotiations. If the dispute cannot be resolved informally, it shall be subject to the exclusive jurisdiction of the courts of England and Wales.

The Client agrees that any claim must be brought within a reasonable time and that failure to do so may result in the claim being barred to the fullest extent permitted by law.

33. CHARGEBACK AND PAYMENT DISPUTE POLICY

By engaging the Company's Services and submitting payment, the Client expressly waives any right to initiate a chargeback, payment reversal, or dispute through any payment provider, bank, or financial institution in connection with amounts paid for services rendered or in progress, except where expressly required by applicable law.

In the event that the Client initiates a chargeback or payment dispute, the following consequences shall apply immediately and without notice:

• Immediate suspension of all services, access to deliverables, source files, and project assets.

• Forfeiture of all work completed to date, including any partially delivered assets, code, or designs.

• The full disputed amount plus an administrative fee of 20% of the total project value shall become immediately due and payable as a debt.

• The Company reserves the right to pursue recovery of all outstanding sums, legal costs, and consequential losses through civil court proceedings, debt collection agencies, or any other lawful means.

• Any chargeback filed in bad faith, where services were rendered and/or deliverables were provided, may be reported to relevant authorities and credit reference agencies where permitted by law.

The Client acknowledges that the Company maintains detailed records of all communications, deliveries, approvals, and payment confirmations, and that such records shall be submitted as evidence in any chargeback investigation or legal proceeding. The Client agrees to cooperate fully with any such investigation and to withdraw any chargeback filed in error or bad faith within 48 hours of notification by the Company. Nothing in this clause limits the Company's right to pursue additional remedies available under applicable UK law.

34. NON-SOLICITATION AND NON-CIRCUMVENTION

The Client acknowledges that the Company's staff, contractors, developers, artists, and other personnel (collectively, 'Personnel') are a core and proprietary asset of the Company. Accordingly, the Client agrees to the following restrictions:

• Non-Solicitation. The Client shall not, directly or indirectly, solicit, recruit, hire, engage, or attempt to engage any Personnel of the Company for any purpose, whether as an employee, freelancer, contractor, or otherwise, during the term of any active project and for a period of 24 months following the conclusion or termination of any engagement with the Company.

• Non-Circumvention. The Client shall not attempt to bypass, circumvent, or sidestep the Company in order to work directly with any Personnel introduced to the Client through or during the Company's engagement. This includes approaching Personnel through social media, LinkedIn, Discord, or any other platform.

• No Interference. The Client shall not take any action that would interfere with, damage, or disrupt the Company's relationships with its Personnel, partners, or subcontractors.

In the event of a breach of this clause, the Client agrees to pay the Company a liquidated damages fee of 5,000 GBP per individual Personnel member solicited or circumvented, as a genuine pre-estimate of the loss suffered by the Company. This sum shall be recoverable as a debt. The Company also reserves the right to seek injunctive relief and any further damages available under applicable law. The Client acknowledges that this clause is reasonable in scope, duration, and geographic extent, and is necessary to protect the Company's legitimate business interests.

35. PLATFORM DEPENDENCY AND ROBLOX DISCLAIMER

The Client acknowledges and agrees that all Services provided by the Company are created for and dependent upon the Roblox platform, a third-party service owned and operated by Roblox Corporation. The Company has no affiliation with, endorsement by, or control over Roblox Corporation or its platform. The following limitations apply and are accepted by the Client as conditions of engagement:

• Platform Changes. Roblox Corporation may at any time update, modify, restrict, or deprecate features, APIs, systems, or functionality. The Company shall have no liability for any deliverable that becomes non-functional, broken, or incompatible as a result of such changes after delivery and acceptance.

• Account and Access. The Company shall not be responsible for any loss of access, account bans, asset removals, or moderation actions taken by Roblox Corporation against the Client's account or uploaded content.

• Policy Compliance. The Client is solely responsible for ensuring that all requested content complies with Roblox's Terms of Service, Community Standards, and applicable guidelines. The Company reserves the right to refuse any work that, in its sole judgement, may violate Roblox's policies or applicable law, without refund.

• Marketplace and Monetisation. The Company makes no guarantees regarding the approval, publication, revenue performance, or continued availability of any asset or game on the Roblox platform. Roblox Corporation's decisions regarding monetisation, visibility, and moderation are entirely outside the Company's control.

• Post-Delivery Maintenance. Unless explicitly included in a separate written maintenance agreement, the Company is under no obligation to update, repair, or modify any deliverable following changes to the Roblox platform after the date of final delivery and acceptance.

The Client accepts full responsibility for all platform-related risks. The Company's obligation is to deliver work that functions correctly at the time of delivery. Roblox platform changes, outages, policy updates, or moderation decisions occurring after delivery shall not entitle the Client to any refund, revision, or compensation.

No Guarantees Disclaimer

All services provided by Carmin Studios are delivered on a best-effort basis. We make no guarantees, representations, or warranties regarding specific outcomes, including but not limited to performance, functionality, user engagement, revenue generation, or success of any project.

The client acknowledges that results may vary based on external factors beyond our control, including platform changes, user behaviour, and third-party systems. Carmin Studios shall not be held liable for any indirect, incidental, or consequential losses arising from the use of our services or deliverables.

36. DEBT RECOVERY, LEGAL COSTS AND ENFORCEMENT

The Company operates a zero-tolerance policy on non-payment. The following terms apply to all unpaid amounts owed to the Company:

• Immediate Suspension. Any failure to make payment by the agreed due date shall entitle the Company to immediately suspend all active services, withhold delivery of all completed or in-progress work, and revoke access to any files, assets, or accounts provided by the Company.

• Statutory Interest. Pursuant to the Late Payment of Commercial Debts (Interest) Act 1998, all overdue invoices shall accrue statutory interest at a rate of 8% above the Bank of England base rate per annum, calculated from the date the invoice fell due until the date of full payment.

• Compensation Charges. In addition to statutory interest, the Company shall be entitled to fixed compensation charges per overdue invoice in accordance with applicable UK legislation: 40 GBP for debts below 1,000 GBP; 70 GBP for debts between 1,000 GBP and 9,999.99 GBP; and 100 GBP for debts of 10,000 GBP or above.

• Recovery Costs. The Client agrees to reimburse the Company for all reasonable costs incurred in recovering unpaid sums, including but not limited to solicitors' fees, court filing fees, enforcement costs, debt collection agency fees, and any ancillary administrative costs.

• Retention of Deliverables. The Company shall exercise a legal lien over all completed and partially completed deliverables, source files, assets, and documentation until all outstanding sums, interest, and costs have been paid in full. No intellectual property rights shall transfer to the Client whilst any debt remains outstanding.

• Legal Proceedings. The Company reserves the right to pursue recovery through the UK Small Claims Court (for sums up to 10,000 GBP), County Court, or High Court as appropriate, and to apply for County Court Judgments (CCJs), charging orders, attachment of earnings orders, and any other available enforcement mechanisms without further notice.

• Credit Reporting. Where permitted by applicable law, the Company reserves the right to report persistent non-payment to credit reference agencies, which may affect the Client's credit rating.

Prior to initiating formal legal proceedings, the Company will issue a Letter Before Action giving the Client a final opportunity to settle the outstanding debt within 7 days. Failure to respond or make payment within this period will result in immediate commencement of legal proceedings without further notice. The Client acknowledges that the costs of such proceedings, including the Company's legal costs, shall be added to the total debt recoverable.

The Client expressly acknowledges that the provisions of this clause are a genuine and reasonable reflection of the losses likely to be suffered by the Company in the event of non-payment, and agrees that such provisions are not a penalty but a legitimate contractual remedy.

37. CONTACT US

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

Carmin Studios Limited

Email: contact@carminstudios.com Website: https://carminstudios.com/