Terms and Conditions

1. Definitions & Interpretation

In these terms:

• "Agency" refers to BrixFly, its employees, agents, and affiliates.
• "Client" refers to the individual or entity engaging the Agency for services.
• "Services" refers to the digital products, development, design, marketing, or consulting work provided by the Agency.
• "Deliverables" refers to the final end-products created for the Client (e.g., website files, design assets).

2. Service Engagement & Scope

Services are provided based on the specific scope outlined in your Project Proposal, Quote, or Service Agreement. Any work requested outside this scope ("Scope Creep") will be subject to additional charges at our standard hourly rate.

The Agency reserves the right to decline any additional work that was not originally agreed upon. Changes to the scope must be approved in writing via a Change Order.

3. Payment Terms & Billing

Strict adherence to payment terms is required to maintain service continuity.

• Schedule: Unless otherwise agreed, a non-refundable deposit (typically 50%) is required before work commences. The remaining balance is due upon project completion or milestones as defined in the agreement.
• Late Payments: Invoices not paid within 7 days of the due date may incur a late fee of 5% per month.
• Suspension of Service: BrixFly reserves the right to suspend all work, take down live websites, or pause marketing campaigns if invoices remain unpaid beyond 14 days.
• No Chargebacks: You agree that you will not initiate any chargeback or payment dispute with your bank or credit card issuer. Any such action will be considered a material breach of this agreement, and you will be liable for all costs incurred by the Agency in disputing the chargeback, including legal fees and administrative time.

4. Intellectual Property (IP) Rights

Understanding IP ownership is crucial for our partnership.

• Client Ownership: Upon full and final payment of all outstanding invoices, the Client is granted ownership of the final Deliverables (e.g., the compiled website code, exported graphics).
• Agency Rights: The Agency retains ownership of all background technology, frameworks, code libraries, draft concepts, and preliminary designs used to create the Deliverables. The Agency reserves the right to reuse these underlying tools for other clients.
• Portfolio Use: Unless a Non-Disclosure Agreement (NDA) is signed, the Agency retains the right to display the project in its portfolio and marketing materials.

5. Client Responsibilities & Delays

The Client agrees to provide all necessary content (text, images, credentials) in a timely manner. The Agency is not responsible for missed deadlines caused by:

• Delayed feedback or approvals from the Client.
• Failure to provide content or assets.
• Third-party delays (e.g., domain registrars, hosting providers).

If a project is stalled by the Client for more than 30 days, the Agency reserves the right to mark the project as "On Hold" and charge a reactivation fee to resume work.

6. Digital Marketing & ROI Disclaimer

For services involving SEO, PPC, Social Media, or other marketing strategies:

• No Guarantees: The Agency does not guarantee specific results, such as #1 Google rankings, specific ROI percentages, or a set number of leads/sales. Digital markets are volatile and influenced by third-party algorithms (Google, Facebook, etc.) beyond our control.
• Ad Spend: The Client is directly responsible for all advertising spend payable to third-party platforms (Google Ads, Meta Ads). This budget is separate from the Agency's management fees.

7. Warranties & Liability

Disclaimer of Warranties: All services and deliverables are provided "As Is." The Agency makes no warranties, express or implied, regarding the error-free operation of websites or software, particularly regarding future browser updates or third-party plugin changes.

Limitation of Liability: To the maximum extent permitted by law, BrixFly's liability for any claim arising out of this agreement shall not exceed the total amount of fees actually paid by the Client to the Agency for the specific project giving rise to the claim. In no event shall the Agency be liable for lost profits, business interruption, or incidental damages.

8. Third-Party Tools & Services

We may integrate third-party APIs, plugins, or software (e.g., Payment Gateways, CRM tools). The Agency is not responsible for any service interruptions, data breaches, or functionality changes caused by these third-party providers. Any costs for third-party licenses are the responsibility of the Client.

9. Indemnification

The Client agrees to indemnify, defend, and hold harmless BrixFly from any and all claims, liabilities, damages, and costs (including legal fees) arising from:

• Content provided by the Client (e.g., copyright infringement claims regarding images or text supplied by you).
• The Client's use of the Deliverables in violation of any laws.
• Any breach of this agreement by the Client.

10. Termination

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

• The Client must pay for all work completed up to the date of termination.
• If the Client terminates without cause, any deposits paid are non-refundable.