Terms and Conditions

1. Project development

1.1. During the development phase of the project defined in the Quote or Scope of Work (hereinafter referred to as "SOW”) signed and accepted by the Client (the “Project”), the Client will have the right to make revisions to the visual identity design, branding, appearance, and content of the website, according to the needs of the project. To do this, The Branx specifies in the Quote or SOW the project schedule with the revisions or sessions necessary for the project.

1.2. Changes or revisions (delivered by the Client in writing) that materially modify what originally is stated in the Quote or SOW will incur an additional charge at the special rates detailed in clause 5 on surcharges. The Branx will inform the Client of the amount of the additional fees and will require the Client’s written approval to proceed. If the changes or revisions cancel any part of the work already completed, the Client accepts the obligation to pay for the them and the services related thereto.

1.3. The Branx undertakes to meet the milestones and the management of the Project.

1.4. To meet the commitment to efficiency and quality of our work, The Branx will require for branding projects the completed Brand Discovery Form (previously provided by The Branx) and for Website, Explainer Videos, and other Brand Applications a copy of the respective website content, text, images, videos, sound files, etc. These contents must be delivered as a Google Doc or Sheets document, Microsoft Word, PDF, FigJam, or email and each document must indicate the content they represent for the website, with the same titles as the pages of the website.

2. Project completion

2.1. Once The Branx has delivered to the Client the final versions of all deliverables and services, the Client shall have 30 (thirty) dalendar days from the time The Branx makes the deliverables available to submit any observations regarding bugs or text updates. If the Client fails to submit any such observations in writing within this period, the assets will be considered accepted and finally approved by the Client. The Branx undertakes to make the amendments and fixes when the total work time is not greater than 3 hours.

2.2. Once the Project is finished, The Branx will deliver to the Client the assets and all intellectual property rights of the assets and final files. If any content requires a third party license, the Client will be responsible for acquiring the necessary license to use it. The Branx acknowledges that the Client is the sole owner of the designs, implementation, assets contained within the final deliverables of the Project except for any content that is the intellectual property of a third party.

2.3. The Client grants The Branx the rights to use the data, files, and graphic logos provided by the Client only to fulfill its services to the Client under the terms of this Agreement. the Client must obtain permission and rights to use any copyrighted information or files from a third party. the Client agrees to indemnify and hold The Branx harmless from any claims resulting from the Client's negligence or failure to obtain proper copyright permissions.

2.4. The Client permits The Branx to use the designs developed as part of the Project under this Agreement in its sales presentations, on social media, and on its websites or third party websites such as awwwards.com once they were made public by the Client.

– For Web Projects Only –
2.5. Supported Desktop Environments

• Safari on macOS: Monterey (15.6) or later
• Chrome (desktop): v100 or later
• Microsoft Edge (desktop): v100 or later

2.6. Mobile-Browser Fallback
To ensure performance on mobile devices, certain animations or iterative effects may be reduced, simplified, or replaced with static alternatives when viewed in mobile browsers.

2.7. WebGL-Powered Features
Some advanced animations or interactive elements will leverage WebGL2. These require:

• A device with WebGL2-capable hardware
• Hardware acceleration enabled in the browser

3. Payment

3.1. The price indicated in the Quote or SOW is valid until expire date stated in the Quote. After that period and if the Client has not made any payments to The Branx, The Branx reserves the right to modify the price or terminate the Agreement, in accordance with the provisions of clause 5, and the Client may or may not choose to accept the revised pricing.

3.2. As a general rule, all services performed by The Branx require an advance and non-refundable payment of 50% of the budget at the beginning of the contractual relationship. This payment will indicate the start of the work by The Branx. The remaining 50% of the budget will be paid at the end of the project. However, The Branx may indicate a different payment policy in the individual Quote or SOW.

3.3. The payment of the services must be made by bank transfer or credit card, otherwise stated in the Quote or SOW.

3.4. Payment of each invoice shall be due no earlier than fourteen (14) Calendar Days after the date of issue of that invoice. If the Client does not pay the invoiced amount by its due date, The Branx may, at its sole and exclusive discretion, cease performance of all Services until payment is made.

3.5. Any charges payable under this Agreement are exclusive of taxes, surcharges, or other amounts assessed by provincial or federal governments. Taxes imposed upon or required to be paid by the Client or The Branx will be the respective and exclusive responsibility of each party.

4. Surcharges

4.1 The Branx may increase the initial price when it is necessary to cover additional costs not initially budgeted only with prior written approval by the Client.

4.2. Extra changes, sessions, or revisions that have not been foreseen in the Quote or SOW and that are therefore additional, may generate a surchange of 120 € per hour, otherwise stated in the Quote.

4.3. In the event that the Client has not provided the information or assets required in the estimated time, thereby generating the delay or impossibility in the development of the process, The Branx may terminate the Agreement with the consequences of clause 5.

4.4. The Client agrees to reimburse The Branx for any additional third-party costs incurred, such as licensing fees, stock images, or software.

4.5. If the Client delays the project for more than 4 consecutive weeks, or if the project is put on hold due to the Client’s non-payment or failure to provide necessary materials, the Client will incur a surcharge of €500 per week until the project is resumed. Additionally, a €500 reactivation fee will be charged upon the resumption of the project.

5. Termination

5.1 Termination for Convenience: Either party may terminate this Agreement by giving 14 calendar days’ written notice. Upon such termination:

• Client pays for all Services performed and non-cancellable third-party costs up to the effective date.
• The Branx refunds any pre-paid fees for unperformed Services on a pro rata basis, less those third-party costs.

5.2 Termination for Cause: The Branx may terminate immediately (no further notice) if the Client:

• Misses payment by more than 10 calendar days after an invoice’s due date;
• Materially breaches the Agreement and fails to cure within 15 calendar days of our written notice; or
• Omits to provide requested materials, approvals or information within 15 calendar days of our written request.

5.3 Effects of Termination for any reason:

• Client pays for all Services rendered, work-in-progress and third-party costs through the effective date.
• The Branx delivers completed deliverables and work-in-progress files.
• Any licences for un-delivered work expire immediately.
• Provisions meant to survive termination (e.g. confidentiality, indemnity, liability limits) stay in force.

6. Warranty - Legal notice

6.1. The Branx will deliver all services in a professional and workmanlike manner, consistent with industry standards. However, to the maximum extent allowed by law, all services are provided "as-is", and The Branx does not guarantee specific results, uninterrupted performance, or compatibility beyond agreed specifications.

6.2. The Branx disclaims all implied warranties, including but not limited to suitability for a particular purpose, non-infringement, or merchantability, unless expressly stated in the Agreement.

6.3. The Branx is not responsible for:

• Third-party content or licenses;
• Client misuse of deliverables;
• Issues arising from modifications made after delivery.

6.4. The Client is responsible for ensuring third-party intellectual property used in the project is properly licensed. The Branx will not be liable for disputes resulting from the Client’s failure to do so.

6.5. Once final files are delivered, The Branx has no ongoing responsibility for legal disputes related to intellectual property, particularly those arising outside Spanish jurisdiction. However, The Branx encourages the Client to consult legal advisors and conduct relevant checks (e.g., EUIPO, WIPO, USPTO) before launch.

7. Limitation of liability

7.1. To the extent permitted under applicable law The Branx shall not be liable for any indirect, special, incidental, consequential, or exemplary damages of any kind (including, but not limited to, the ones related to loss of revenue, income or profits, loss of use or loss of data, intellectual property infringement or business disruption damages) arising out of or in any way connected with the services or work performed by The Branx or otherwise related to the agreement, regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed), or any other legal or equitable theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable).

7.2. In no event shall the aggregate liability of The Branx (collectively), whether in contract, warranty, tort (including negligence, whether active, passive, or imputed), or any other theory, arising out of or relating to the Agreement, exceed the greater of the compensation the Client pays for the Project. However, the foregoing limitations shall not limit or exclude liability for The Branx's gross negligence, fraud, intentional, willful, or reckless misconduct.

8. Liability release

8.1. To the fullest extent permitted by applicable law, the Client releases The Branx from liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, negligence claims), arising out of or relating to disputes between users and the acts or omissions of third parties.

9. Confidentiality

9.1. Each of the parties to this Agreement intends to disclose information (the Confidential Information) to the other party for the purpose described in the Project. Confidential Information is not applicable to:

• any information which is or in the future comes into the public domain (unless as a result of the breach of this Agreement); or
• any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the other party.

9.2. Each party to this Agreement is referred to as ‘the Recipient’ when it receives or uses the Confidential Information disclosed by the other party.

9.3. The Recipient undertakes not to use the Confidential Information disclosed by the other party for any purpose except the Purpose, without first obtaining the written agreement of the other party.

9.4. The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party (except to its employees and professional advisers) who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clause 3 above and this clause 4.

9.5. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority.

9.6. The Recipient will, on request from the other party, return all copies and records of the Confidential Information disclosed by the other party to the Recipient and will not retain any copies or records of the Confidential Information disclosed by the other party.

9.7. Neither this Agreement nor the supply of any information grants the Recipient any license, interest, or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the Purpose.

9.8 The undertakings in clauses 9.3 and 9.4 will continue in force for 3 years from the date of this Agreement

9.10 The Parties agree that this Agreement and its confidentiality clauses shall replace and fully supersede any previously signed confidentiality agreement between the Parties concerning the exchanged information. As of the effective date of this Agreement, any prior NDA shall be deemed null and void without the need for further notice, unless explicitly stated otherwise in this document.

10. Workers

10.1. The Branx may subcontract its obligations under this Agreement provided that the third party to whom the obligations are subcontracted (the "Third Party Service Provider) agrees to conduct such activities in accordance with, and subject to, the terms and conditions of this Agreement; and The Branx shall ensure each third party service provider to perform these obligations in accordance with, and subject to, the terms and conditions of this Agreement. The Branx hereby further agrees that The Branx be solely responsible and liable for the obligations performed by each third party service provider as if such obligations were conducted by The Branx. The Branx will be permitted to subcontract the Agreement or the performance of the Services in whole or in part in the provision of Services to the Client.

10.2. The Branx further states that is is responsible and liable for the Services of all the workers to the same extent that The Branx is responsible and liable for its own employees and their Services. The Branx shall inform the workers of their obligations under this Agreement and shall ensure their compliance with its applicable terms.

11. Force majeure

11.1. Neither Party to this Agreement is responsible for any delay or failure to perform its obligations under this Agreement where such delay or failure is due to fire, explosion, flood, war, embargo, governmental action, act or order of a public authority, strike, public health emergency or communicable disease outbreak or to any other cause beyond its control.

11.2. If a force majeure event lasts longer than fifteen (15) calendar days, either party may terminate this Agreement, in whole or in part, without further liability, expense or cost of any kind by providing a written notice.

12. Non-Solicitation

12.1. During the term of this Agreement and for a period of twelve (12) months following its termination or expiration, the Client agrees not to, directly or indirectly, solicit, recruit, induce, encourage, or hire any employee, freelancer, or collaborator of The Branx who has been involved in the performance of the Services or with whom the Client has had contact during the term of this Agreement.

12.2. In the event of a breach of clause 12.1, the Client shall accept liability for any damages and losses caused to The Branx. This compensation shall cover, at a minimum, the costs incurred by The Branx in recruiting and training replacement personnel, as well as any associated administrative expenses.

13. Jurisdiction

This Agreement shall be governed by Spanish law. Any claims against this agreement must be made within 6 months from the date of the subject of the claim and must be made in writing to The Branx Europe S.L, Calle Juan Ramon Jimenez 1, Dupdo, 11007 Cadiz, Spain. Should a claim arise, the Client agrees to waive a trial by jury and to first seek a resolution by arbitration in Cadiz, Spain.