Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("Client," "you," or "your"), and BrandCircuit, operating in partnership with DigitalSphere360 and Social Marble ("Company," "we," "us," or "our"), concerning your access to and use of the brandcircuit.net website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the "Site") and the consultancy, web development, and marketing services provided by us (collectively, the "Services").

By accessing the Site or engaging our Services, you acknowledge that you have read, understood, and unequivocally agree to be bound by all of these Terms of Service. If you do not agree with all of these Terms, then you are expressly prohibited from using the Site and Services and you must discontinue use immediately.

2. Scope of Services

BrandCircuit functions as an ecosystem providing specialized e-commerce growth consultancy. Actual implementation of specific technical or marketing deliverables may be executed by our verified partner agencies.

2.1 Nature of Engagement

• Consultancy & Strategy: Provided directly by BrandCircuit.
• Web Development & Design: Executed in collaboration with DigitalSphere360.
• Digital Marketing & Advertising: Executed in collaboration with Social Marble.

While the execution layers are managed by our partner agencies, BrandCircuit remains your primary point of contact and project manager, ensuring quality control and adherence to strategy.

2.2 Proposals and Statements of Work (SOW)

Before commencement of any paid engagement, the Client and Company will agree upon a custom Statement of Work (SOW) or formal proposal. The SOW will detail the exact scope, deliverables, timeline, and fee structure. In the event of a conflict between the SOW and these Terms, the SOW shall prevail for the specific engagement.

Any modifications to the agreed scope must be documented in a written Change Order, which may result in adjustments to the fees and project timeline.

3. Client Obligations

To ensure the successful delivery of Services, you agree to:

• Provide Timely Information: Deliver all necessary text, images, access credentials, and other information required for us to perform the Services in a timely manner.
• Grant Access: Provide necessary administrative or managerial access to required platforms (e.g., Shopify, Meta Business Manager, domain registrars).
• Timely Feedback: Respond to requests for approval, feedback, and information within the timeframes specified in the SOW. Delays on your part directly extend the project timeline and may incur pause fees.
• Representations and Warranties: You warrant that you have the legal right to use any materials (text, graphics, photos, designs, trademarks, or other artwork) you furnish to us for inclusion in the project. You agree to indemnify us against any claims resulting from the use of materials provided by you.

4. Fees and Payment Terms

4.1 Pricing Structure

Fees for Services are outlined in the customized SOW or as presented on our Site. All pricing is exclusive of any applicable taxes, which will be added to the invoice where legally required.

4.2 Payment Milestones

Unless expressly stated otherwise in the SOW, standard project engagements require:

• A non-refundable mobilization deposit (typically 50%) prior to the commencement of any strategy or production work.
• The remaining balance is due upon completion of the requested Services or at agreed-upon project milestones.
• For recurring retainer services (e.g., ongoing marketing), fees are strictly payable in advance of the service month.

4.3 Late Payments

Invoices are due upon receipt unless otherwise specified. Accounts unpaid after 14 days from the invoice date will incur a late payment charge of 1.5% per month (or the maximum allowed by law) on the outstanding balance. The Company reserves the right to suspend all Services, withhold deliverables, or take down hosted environments until the account is paid in full.

5. Intellectual Property Rights

5.1 Client Content

You retain full ownership of all logos, text, imagery, and other materials you provide to us. You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, and modify these materials strictly for the purpose of fulfilling the Services.

5.2 Final Deliverables

Upon receipt of full and final payment, we grant you a non-exclusive, worldwide, perpetual license to use the final deliverables (e.g., website code, finalized ad creatives) for their intended commercial purpose. BrandCircuit and its partner agencies retain the right to utilize non-confidential elements of the deliverables in our portfolios and marketing materials, unless a strict Non-Disclosure Agreement (NDA) states otherwise.

5.3 Third-Party Materials

Deliverables may standardly include third-party materials (e.g., stock photos, open-source code, premium plugins). Your license to use the final deliverables is subject to the terms of these third-party licenses.

6. Termination and Cancellation

6.1 Termination by Client

You may terminate this agreement at any time by providing written notice. Upon termination, you will be liable to pay for all work completed up to the date of termination, calculated at our standard hourly rates or pro-rated against the SOW milestones. The initial deposit remains strictly non-refundable.

6.2 Termination by Company

We reserve the right to suspend or terminate the Services immediately, without notice or liability, if you breach these Terms (including failure to pay), become insolvent, or if the relationship breaks down to a degree that makes continued service unreasonable. We also reserve the right to refuse service to anyone for any legitimate reason.

7. Disclaimer of Warranties

THE SITE AND SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We make no warranties or representations about the accuracy or completeness of the Site's content or the content of any websites linked to the Site. Furthermore, while we utilize industry-best practices in marketing and strategy, we absolutely do not guarantee specific financial results, conversion rates, or sales targets.

8. Limitation of Liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, AGENTS, OR PARTNER AGENCIES (DIGITALSPHERE360, SOCIAL MARBLE) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR THE SERVICES PROVIDED IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT CAUSING THE ALLEGED LIABILITY.

9. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) your use of the Services; (2) your breach of these Terms; (3) any breach of your representations and warranties set forth in these Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site or Services.

10. Governing Law and Dispute Resolution

These Terms shall be governed by and defined following the laws of Wyoming, United States (where our corporate entity is registered) and the applicable laws concerning e-commerce infrastructure in Pakistan (where development teams operate). BrandCircuit and yourself irrevocably consent that the courts of Wyoming shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these terms.

Prior to initiating any formal legal action, both parties agree to attempt to resolve the dispute in good faith through structured mediation for a period of no less than thirty (30) days.

11. Modifications to Terms

We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the "Last Updated" date of these Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Site after the date such revised Terms are posted.

12. Contact Information

For questions or to resolve a complaint regarding the Site or Services, please contact us at:

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