Brandesign Terms & Conditions
1. Introduction
These Terms and Conditions (the "Agreement") govern the provision of services by Brandesign ("Service Provider") to CLIENT ("Client"). Any references to "this Agreement" shall include the Master Agreement, any Statements of Work ("SOW"), and any amendments or modifications.
2. Services Provided
Brandesign agrees to provide branding and marketing services as detailed in the mutually agreed-upon SOW or proposal. Any changes, additions, or modifications to the services must be agreed upon in writing by both parties and may result in adjustments to fees, timelines, or scope. In the case of a conflict between the SOW and the Master Agreement, the SOW shall take precedence regarding the specific services outlined therein.
3. Client Obligations
CLIENT agrees to provide all necessary information, materials, approvals, and cooperation essential for the successful completion of the services within the agreed-upon timeline. Delays in the provision of such materials or approvals may lead to project delays and additional charges.
4. Fees and Payments
The payment structure, including rates, billing cycles, and payment methods, is outlined in the SOW or proposal. Unless otherwise agreed in writing, payments are due upon receipt of an invoice, with a 30-day payment window. Late payments may incur interest charges at a rate of 2% per month on any overdue amount. If CLIENT disputes an invoice, it must notify Brandesign in writing within 10 business days of receipt.
5. Intellectual Property
Upon receipt of full payment, CLIENT shall own the intellectual property rights to any original materials or designs created specifically for them under this Agreement. Brandesign retains the right to use the materials in their portfolio, website, or promotional materials unless specifically restricted by CLIENT in writing.
6. Confidentiality
Both parties agree to keep all information, documents, and materials shared during the course of the project confidential, including proprietary business information and project details. This confidentiality obligation will continue for 2 years following the termination of the Agreement.
7. Termination of Services
Either party may terminate the Agreement by providing written notice if the other party breaches a material obligation and fails to remedy the breach within [insert number of days] days. In the event of termination, CLIENT shall be responsible for payment of all services rendered up to the termination date, including any outstanding charges for work already completed or in progress.
8. Indemnification
CLIENT agrees to indemnify and hold harmless Brandesign, its directors, employees, and agents from any claims, damages, liabilities, or expenses arising from CLIENT’s use or modification of the services provided, including any claims of infringement of intellectual property rights.
9. Limitation of Liability
Brandesign's liability under this Agreement shall be limited to the total amount paid by CLIENT for the services rendered under this Agreement. Under no circumstances shall Brandesign be liable for any indirect, special, incidental, or consequential damages, including loss of profit, revenue, or business opportunity.
10. Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to natural disasters, war, government actions, pandemics, or labour strikes. The affected party shall notify the other promptly and make reasonable efforts to resume performance. If the force majeure event lasts more than 10 days, either party may terminate this Agreement with written notice.
11. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any disputes arising under or in connection with this Agreement shall be resolved through mediation, unless both parties agree to another form of dispute resolution.
12. Amendments
No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorised representatives of both parties. Any amendments must be referenced in the context of the original Master Agreement and any applicable SOW.
13. Entire Agreement
This Agreement, together with any Statements of Work or project-specific documentation, constitutes the entire agreement between the parties. It supersedes any prior understandings, oral or written, relating to the subject matter of this Agreement.