1. Introduction
Welcome to Brand On Minds ("Company," "we," "our," or "us"). These Terms and Conditions ("Terms") govern your access to and use of our website, services, and any related tools or platforms. By engaging our services or using our website, you agree to be bound by these Terms.
These Terms constitute a legally binding agreement between you ("Client," "you," or "your") and Brand On Minds. If you do not agree to these Terms, please do not use our services or website.
2. Services Agreement
Brand On Minds provides digital marketing services including but not limited to SEO consulting, PPC management, social media marketing, web design, web development, email marketing, content marketing, and marketing automation.
- All services are provided based on the scope outlined in the individual Service Agreement or Statement of Work (SOW) signed by both parties.
- We reserve the right to modify, suspend, or discontinue any service with reasonable notice.
- Client is responsible for providing accurate and timely information necessary for service delivery.
- Results from marketing services may vary and are not guaranteed. Past performance is not indicative of future results.
3. Payment Terms
Payment terms are as follows unless otherwise specified in the Service Agreement:
- Invoicing: Services are billed monthly in advance unless otherwise agreed upon in writing.
- Payment Due: Payment is due within 15 days of the invoice date.
- Late Payments: A late fee of 1.5% per month may be applied to overdue balances.
- Setup Fees: Any one-time setup fees, onboarding fees, or project deposits are non-refundable and due before work commences.
- Ad Spend: Third-party advertising costs (Google Ads, Meta Ads, etc.) are billed separately and are the Client's responsibility in addition to management fees.
- Taxes: All fees are exclusive of applicable taxes. Client is responsible for any sales tax, VAT, or other applicable taxes.
4. Intellectual Property
- Client Content: All content, logos, trademarks, and materials provided by the Client remain the Client's exclusive property.
- Work Product: Upon full payment, the Client receives ownership of all custom deliverables created specifically for them as part of the service engagement.
- Agency Materials: Brand On Minds retains ownership of proprietary tools, templates, frameworks, methodologies, and processes used in service delivery.
- Licenses: We grant Client a non-exclusive, non-transferable license to use any third-party tools or platforms we set up on their behalf, subject to the respective third-party terms.
5. Confidentiality
Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared during the course of the business relationship:
- Confidential information includes but is not limited to business strategies, financial data, customer lists, marketing plans, and trade secrets.
- Neither party shall disclose confidential information to third parties without prior written consent.
- This obligation of confidentiality survives the termination of the agreement for a period of two (2) years.
- Exceptions may apply where disclosure is required by law, regulation, or court order.
6. Limitation of Liability
To the maximum extent permitted by applicable law:
- Brand On Minds shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from or related to our services.
- Our total aggregate liability shall not exceed the total fees paid by the Client in the twelve (12) months preceding the claim.
- We are not liable for damages caused by third-party platforms, algorithm changes, or factors beyond our reasonable control.
- Client agrees to maintain their own business insurance and accepts responsibility for their business decisions.
7. Termination
Either party may terminate the agreement under the following conditions:
- By Client: Client may terminate with 30 days' written notice. Client is responsible for payment of all services rendered up to the termination date.
- By Agency: We may terminate with 30 days' written notice if Client fails to meet payment obligations or materially breaches these Terms.
- Immediate Termination: Either party may terminate immediately if the other party becomes insolvent, files for bankruptcy, or engages in fraudulent activity.
- Upon Termination: All outstanding fees become immediately due. We will provide reasonable cooperation for a smooth transition of accounts and assets.
8. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the United States, specifically the State of New York. Any disputes arising from or relating to these Terms or our services shall be resolved through:
- Good-faith negotiation between the parties for a period of 30 days.
- Binding arbitration conducted in accordance with the rules of the American Arbitration Association.
- The prevailing party shall be entitled to recover reasonable attorney's fees and costs.
9. Contact Information
If you have any questions about these Terms and Conditions, please contact us: