Terms of Service

These Terms of Service (the “Terms”) govern your access to and use of the website https://www.brandnyx.com/ (the "Site") and your engagement of services (the “Services”) offered by Brandnyx Studio (“Brandnyx Studio,” “we,” “us,” or “our”).By accessing the Site or by executing a Service Agreement or Proposal with us, you agree to be bound by these Terms.

‍1. Services
‍Brandnyx Studio provides web design, branding, digital marketing, graphic design, and related services as detailed on our Site. We will provide all Services in accordance with a separately executed service agreement, proposal, or scope of work (the “Service Agreement”).

‍2. Contract and Acceptance
‍A valid contract for Services is formed when you sign (or otherwise digitally accept) our Service Agreement and pay any required deposit or retainer specified therein.

The scope of Services, deliverables, timeline, fees, and payment terms will be specified in the Service Agreement. Any modifications or additions to the scope must be agreed to in writing (email shall suffice) and may incur additional fees or adjustments to the timeline.

‍3. Fees, Payment, and Refunds
‍You agree to pay the fees as specified in the Service Agreement. All fees are exclusive of any applicable taxes, duties, or other charges, which you are responsible for.

Unless otherwise stated in the Service Agreement:

     - A non-refundable deposit/retainer is required to commence Services.
     - Final payment is due upon delivery of the final agreed-upon deliverables.
     - If you fail to make any payment when due, we reserve the right to suspend or terminate Services, revoke access to any deliverables, and charge interest or collection costs as permitted by law.
     - The initial deposit is non-refundable. Fees for work already performed are also non-refundable. If you terminate a project early, you will be liable for fees proportionate to the work completed up to the date of termination.

‍4. Client Obligations
‍You agree to:
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     - Provide Brandnyx Studio with timely access to all information, materials, and approvals reasonably required for us to perform the Services.
     - Ensure the accuracy, completeness, and legality of all content you supply to us (including text, images, logos, and data).
     - Obtain all necessary rights, licenses, or permissions for any third-party materials you provide to us for use in the project.
     - Review deliverables and provide feedback in a timely manner. The number of revision rounds included in the fee will be specified in the Service Agreement. Additional revisions beyond the agreed scope will be subject to additional fees.
     - Comply with all applicable laws and regulations regarding your use of the deliverables (e.g., website accessibility, marketing, and data privacy).

‍5. Intellectual Property Rights
     - Studio Materials: We retain all ownership and intellectual property rights to our pre-existing materials, systems, templates, code libraries, and proprietary tools used in delivering the Services ("Studio Materials").
     - Final Deliverables: Upon our receipt of your full and final payment for the Services, we will assign to you all rights and title to the final, approved deliverables as specified in the Service Agreement. You agree not to reverse-engineer, decompile, or otherwise attempt to derive our proprietary tools or methods.

‍6. Client Content
‍You represent and warrant that any content you provide to us (text, images, logos, video, etc.) does not infringe upon the intellectual property rights or any other rights of a third party.

You grant us a royalty-free, worldwide, non-exclusive license to use, reproduce, and display your provided content solely for the purpose of providing the Services as outlined in the Service Agreement.

‍7. Portfolio License
‍You grant Brandnyx Studio a non-exclusive, worldwide, royalty-free license to display the final deliverables (and preliminary drafts, at our discretion) in our portfolio, case studies, social media, and for other marketing or promotional purposes. You may revoke this license by providing us with a written request, though we are not required to remove materials already in print or circulation.

‍8. Acceptable Use of the Site
‍Your access to and use of the Site is conditioned on your compliance with these Terms. You agree not to:
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     - Use the Site for any illegal or unauthorized purpose.
     - Transmit any viruses, worms, or malicious code to the Site.
     - Attempt to gain unauthorized access to our servers, systems, or data.
     - Scrape, copy, or reproduce any content from the Site (including our portfolio and blog posts) without our express written permission.
     - Submit spam, unsolicited comments, or commercial communications through our contact forms.

‍9. Confidentiality
‍Each party agrees to keep strictly confidential any non-public information received from the other in connection with the Services and to use it only for the purpose of performing under the Service Agreement. This obligation will survive termination of the contract for a period of 3 years.

‍10. Third-Party Links
‍Our Site may contain links to third-party websites or services that are not owned or controlled by Brandnyx Studio. We are not responsible for the content, privacy policies, or practices of any third-party sites.

‍11. Warranties and Disclaimers
‍We warrant that we will perform the Services in a professional and workmanlike manner consistent with industry standards.

‍EXCEPT AS EXPRESSLY PROVIDED HEREIN, BRANDNYX STUDIO MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

‍We do not guarantee any specific business results (such as search engine rankings, sales increases, or lead generation) unless explicitly stated as a guaranteed deliverable in the Service Agreement. You acknowledge that marketing and design success depends on third-party factors (such as hosting, search engine algorithms, and user behavior) beyond our control.

‍12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, BRANDNYX STUDIO’S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING UNDER THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US FOR THE PARTICULAR SERVICES GIVING RISE TO THE CLAIM.

IN NO EVENT WILL BRANDNYX STUDIO BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. Indemnification
‍You agree to indemnify, defend, and hold harmless Brandnyx Studio and its officers, directors, and employees from and against any and all claims, liabilities, damages, losses, or expenses (including reasonable attorneys' fees) arising out of or in any way connected with: (a) Your breach of these Terms or the Service Agreement. (b) Your use of the Services or deliverables in violation of any law. (c) The content or materials you provided to us (i.e., "Client Content"), including any claim that such content infringes on a third party's intellectual property rights.

‍14. Termination
‍Either party may terminate the Service Agreement upon written notice if the other party materially breaches its obligations and fails to remedy such breach within 14 days of receiving notice.
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Upon termination, you will be required to pay for all Services performed up to the date of termination and any non-cancelable commitments made by Brandnyx Studio on your behalf. If we terminate due to your breach or non-payment, we will revoke all rights and licenses to deliverables until all outstanding payments are made in full.

‍15. Governing Law & Dispute Resolution
‍These Terms are governed by the laws of The Commonwealth of The Bahamas without regard to its conflict of law rules.

Any dispute arising out of or in connection with these Terms or the Services shall first be resolved by negotiation in good faith. If not resolved within 30 days, either party may seek resolution exclusively in the courts located in Nassau, The Bahamas. You and Brandnyx Studio each submit to the exclusive jurisdiction of these courts.

‍16. Changes to these Terms
‍We may modify these Terms from time to time. We will post the revised Terms on our Site and update the “Effective Date.” Your continued use of the Site or our Services after such modifications constitutes your acceptance of the new Terms.

‍17. Miscellaneous
     - Entire Agreement: These Terms (together with the Service Agreement) constitute the entire agreement between you and Brandnyx Studio and supersede all prior agreements (oral or written).
     - Severability: If any provision of these Terms is found to be unlawful or unenforceable, that provision shall be severed, and the remainder of the Terms shall continue in full force.
     - Waiver: No failure or delay by either party in exercising any right will operate as a waiver of that right.
     - Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations at any time.

‍18. Contact Information
‍If you have questions regarding these Terms, please contact us at:
‍Email: hello@brandnyx.com
‍Phone: +1 (242) 636-2634
‍Address: West Bay St, Nassau, BS