General Terms and Conditions

Effective Date: January 1, 2022 (Updated June 2025 – v3.0)

This document outlines the General Terms and Conditions (the "Terms") governing the services provided by Red Arrow Limited ("Red Arrow" or "we/us"). These Terms apply to all engagements between Red Arrow Limited and its clients ("Client" or "you").

Red Arrow Limited offers consultancy and creative services in marketing strategy, brand development, and content creation. Our role is primarily advisory. We provide strategic, visual, and conceptual recommendations based on industry best practices. Execution and operational implementation remain the client’s responsibility unless explicitly contracted.

Red Arrow Limited assumes no liability for the execution outcomes of strategies, campaign performance, or subjective dissatisfaction.

Services provided by Red Arrow Limited are described in the agreed service agreement or contract. Red Arrow reserves the right to modify, reject, or cancel service orders if necessary, with appropriate notice to the Client.

All descriptions, content, or previews shared during the service process are made to the best of our knowledge but are not legally binding. The Client agrees to engage our services at their own risk.

We reserve the right to modify, reject or cancel your order whenever it becomes necessary.

Unless otherwise agreed in a separate written agreement signed by Red Arrow Limited, all invoices are payable according to the payment terms stated in the relevant proposal, invoice, quotation, service agreement, or scope of work.

If any invoice or agreed payment remains unpaid for more than 90 days after the due date, Red Arrow Limited reserves the right to apply a late payment charge of 3% per month on the outstanding amount, calculated from the 91st day until full payment is received.

Any request to defer payment, split payment, extend payment, or delay payment must be agreed in writing by Red Arrow Limited. No delayed payment arrangement, instalment plan, or revised payment schedule shall be valid unless expressly confirmed in writing by Red Arrow Limited.

Where payment remains outstanding, Red Arrow Limited reserves the right to suspend all services, pause delivery, withhold final files, withhold intellectual property transfer, and restrict access to active work until all overdue amounts, late payment charges, and related recovery costs have been paid in full.

If payment remains outstanding and no written payment arrangement has been agreed, Red Arrow Limited reserves the right to issue a final payment notice and proceed with debt recovery action, including referral to a collection agency, legal counsel, or the commencement of legal proceedings to recover the outstanding amount.

Red Arrow Limited reserves the right to recover reasonable administrative costs, collection costs, legal fees, and any other costs incurred in recovering overdue payments.

Unless otherwise agreed in writing:

• All creative works, visual content, text, strategy documents, and files developed by Red Arrow Limited remain the property of Red Arrow Limited.
• Final deliverables transferred to the Client are licensed for the agreed purpose only and may not be reused or resold without permission.

Client-Provided Content

The Client represents and warrants that any materials supplied to Red Arrow Limited (e.g., logos, images, text, brand assets) are either original to the Client or properly licensed for commercial use. The Client accepts full liability for any legal disputes arising from unauthorized content it provides.

Red Arrow-Provided Content

Red Arrow warrants that it will not knowingly use any third-party intellectual property in deliverables unless:

• It has been generated in-house,
• Created using AI platforms with valid licensing,
• Or is sourced from commercially licensed material under agreed terms.

Red Arrow does not use third-party stock photography in commercial final outputs unless pre-approved and licensed in writing.

In response to increased legal scrutiny over image use and content licensing, Red Arrow applies the following rules:

• All non-client-provided images used in final deliverables must be generated by AI or internally designed.
• Stock images may be used solely for reference and layout exploration but must be replaced in final client-facing materials.
• Clients are responsible for providing proof of license for any image or asset they instruct us to use.
• We maintain records of AI-generated content and reserve the right to replace any unverified assets retroactively.

The Client agrees to fully indemnify and hold harmless Red Arrow Limited and its affiliates, directors, employees, and contractors from any claims, damages, liabilities, legal fees, or losses resulting from:

• The Client’s use of deliverables in a way that infringes on third-party rights,
• The Client’s provision of unauthorized or unlicensed content,
• Any action, negligence, or omission by the Client resulting in reputational or financial damage.

This clause includes but is not limited to:

• Content takedown requests,
• Court-ordered fines or injunctions.

Red Arrow Limited, including its directors, officers, agents, employees, subsidiaries, and affiliates, shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages resulting from the use of our advisory services. This limitation of liability applies to all actions, claims, losses, and damages of any kind arising from or in connection with the use of services provided by Red Arrow Limited.

This includes:

• Loss of profits or business,
• Strategic underperformance,
• Delays in delivery.

While we strive to deliver high-quality creative and strategic outcomes, Red Arrow does not guarantee specific performance outcomes, sales metrics, or commercial success. Marketing inherently carries variable results influenced by external market conditions.

Red Arrow’s deliverables may include integration with third-party platforms or references (e.g., Meta, Figma, WeChat). We are not liable for the content, practices, or service levels of those third-party tools. Clients are advised to review their terms and conditions independently.

Red Arrow Limited maintains professional liability (Errors & Omissions) insurance, including intellectual property infringement coverage, to ensure additional protection for high-risk or high-value engagements.

These Terms are governed by the laws of Hong Kong. Disputes will first be attempted to be resolved through mutual discussion and mediation. Both parties retain the right to seek:

• Legal relief in small claims court,
• Injunctions for IP protection or contract breach.

If any part of these Terms is held to be legally unenforceable, the rest of the Terms shall remain in full effect.

Red Arrow may amend these Terms from time to time. Any material changes will be communicated to active clients.

By engaging our services, the Client confirms full understanding and acceptance of these Terms. Engagement through contract, proposal approval, or payment constitutes binding agreement.

These Terms, together with any signed service agreement or scope of work, constitute the entire agreement between Red Arrow Limited and the Client. No verbal or informal representations shall be binding unless confirmed in writing by Red Arrow Limited.

Red Arrow Limited shall not be liable for any action taken by the Client based on drafts, prototypes, or preliminary advice not explicitly delivered as final work or as part of a confirmed deliverable. All creative, strategic, or conceptual outputs must be formally approved before use.

Email: legal@redarrow.ltd

Contact: Max Farrow

Address: Red Arrow Ltd. | Suite C, Level-7, World Trust Tower, 50 Stanley Street, Central, Hong Kong