Terms of Service

These Terms of Service ("Terms") engage Brand Spirit Labs and you ("Client" or "User"). By using our website or signing a project proposal, you agree to these legal obligations.

1. Definition of Services

Brand Spirit Labs provides specialized digital services, including but not limited to:

• Custom Web Application Development.
• UI/UX Design and Prototyping.
• Search Engine Optimization (SEO) & Marketing Strategy.

The specific deliverables, timeline, and costs for your project will be outlined in a separate Statement of Work (SOW) or Proposal.

2. Independent Contractor Relationship

Brand Spirit Labs acts as an independent contractor. Nothing in these Terms shall be construed to create a partnership, joint venture, or employer-employee relationship between the Client and the Agency. We retain the right to control the manner and means of performing the services.

3. Intellectual Property Rights

3.1 Client Ownership

Upon full payment, the Client shall own the specific design deliverables, visual assets, and text content created specifically for their project. The Client retains all rights to their proprietary data and pre-existing brand assets.

3.2 Agency Background Technology

Brand Spirit Labs retains all rights, title, and interest in its pre-existing code, tools, frameworks, libraries, and methodologies ("Background Technology"). We grant the Client a perpetual, non-exclusive, non-transferable license to use this Background Technology solely as incorporated into the final deliverable.

4. Payments and Invoicing

• Deposits: A non-refundable deposit (typically 50%) is required to schedule resources and commence work.
• Milestones: Final payment is due upon project completion or before deployment to the live server.
• Late Fees: Invoices not paid within 14 days may be subject to a late fee of 5% per month.

5. Client Obligations

To ensure project success, the Client agrees to:

• Provide all necessary content (text, images, credentials) in a timely manner.
• Designate a single point of contact for decision-making.
• Review and approve deliverables within agreed-upon timeframes (typically 3-5 business days).

6. Confidentiality

Both parties agree to keep confidential all proprietary information exchanged during the project. This includes trade secrets, business strategies, and customer data. This obligation survives the termination of this agreement.

7. Limitation of Liability

Brand Spirit Labs shall not be liable for any indirect, incidental, or consequential damages resulting from the use or inability to use the services. Our total liability for any claim arising out of these Terms shall not exceed the total amount paid by the Client for the specific project giving rise to the claim.

8. Termination

Either party may terminate the agreement with 14 days written notice. In the event of termination:

• Client will pay for all work completed up to the termination date.
• Agency will deliver all completed work specifically paid for by the Client.

9. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which Brand Spirit Labs is registered, without regard to its conflict of law provisions.

10. Contact Information

For legal inquiries or notices, please contact us at: