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Terms and Conditions

Last Updated: September 10, 2025
 Company: Branded Reach (“we,” “us,” “our”)
 Website: https://brandedreach.com
 Contact: contact@brandedreach.com

Important: These Terms and Conditions (the “Terms”) govern your access to and use of our website, services, and deliverables. By requesting, purchasing, or using any Services (defined below), you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity. Our Services are intended for business customers only.

1. Definitions

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
 “Client,” “you,” or “your” means the entity or person that purchases or uses the Services.
 “Client Materials” means any content, data, accounts, trademarks, logos, brand guidelines, product information, lists, or other materials you provide or make available to us.
 “Deliverables” means creative assets, copy, strategies, reports, templates, and other work product that we expressly agree to create and deliver under an Order.
 “Order” means any proposal, estimate, statement of work, insertion order, scope, or other ordering document that references these Terms (including any schedules and change orders).
 “Services” means our digital marketing services, which may include strategy, paid media, social media, content, email/SMS marketing, SEO, analytics, conversion rate optimization, creative and landing page design, consulting, and related services.

2. Ordering; Term

2.1 Orders Required. Services are provided under one or more Orders that set out scope, timelines, fees, and any service-specific terms. If there is a conflict, the Order controls, then these Terms.
 2.2 Term. Each Order starts on its effective date and continues for the initial term stated therein. Unless the Order says otherwise, monthly retainers renew month-to-month until terminated under Section 12.
 2.3 Changes. Scope changes must be agreed in writing (email sufficient) and may adjust fees or timelines.

3. Client Responsibilities

3.1 Access & Inputs. You will provide timely access to accounts, platforms, personnel, approvals, brand assets, and accurate information reasonably needed for the Services.
 3.2 Approvals. You are responsible for reviewing and approving Deliverables and campaigns. Your written approval (including email or project tool approval) is authorization to launch, publish, or spend.
 3.3 Compliance. You are solely responsible for (a) your products and business practices; (b) substantiation of advertising claims; and (c) compliance with applicable laws, industry standards, and platform policies (including privacy, consent, and marketing communications rules).
 3.4 Prohibited Content. You will not request or use the Services for illegal, deceptive, hateful, or infringing content, or for products and services that violate platform or legal restrictions (see Schedule A – Acceptable Use).

4. Fees; Billing; Taxes

4.1 Fees. You agree to pay the fees set out in the Order. Unless expressly stated, fees exclude media spend, third‑party costs, taxes, and platform fees.
 4.2 Media Spend & Third‑Party Costs. Media budgets and third‑party tools (e.g., ad platforms, email/SMS providers, stock assets, analytics) are paid by you directly or reimbursed to us at cost, as specified in the Order. Media spend is non‑refundable.
 4.3 Invoices & Payment Terms. Unless an Order states otherwise, we invoice (a) retainers monthly in advance; (b) one‑time or project fees 50% on Order and 50% on delivery; and (c) pass‑through costs as incurred. Payment is due net 15 days from invoice date. Late amounts may accrue the lesser of 1.0% per month or the maximum allowed by law, and we may suspend Services for non‑payment after 7 days’ notice.
 4.4 Taxes. Fees are exclusive of all applicable taxes (e.g., VAT/GST, sales, withholding). You are responsible for such taxes except those based on our net income. If any withholding applies, you will gross‑up payments so we receive the amounts we would have received without withholding.
 4.5 Refunds. Except as required by law or expressly stated in an Order, fees paid are non‑refundable.

5. Deliverables; Intellectual Property

5.1 Client Materials. You retain all rights in Client Materials and grant us a non‑exclusive, worldwide, royalty‑free license to use them solely to provide the Services and Deliverables. You represent you have all necessary rights in the Client Materials.
 5.2 Agency Materials & Tools. We own and retain all rights in our pre‑existing materials, know‑how, methodologies, code, templates, frameworks, and tools (“Agency Materials”). We may incorporate Agency Materials in Deliverables; any such inclusion does not transfer ownership in the Agency Materials.
 5.3 Ownership of Deliverables. Upon full payment of all amounts due for the applicable Order, and subject to Sections 5.1–5.2, we assign to you all right, title, and interest in the Deliverables specifically created for you, excluding Agency Materials and third‑party materials. For Agency Materials embedded in Deliverables, we grant you a perpetual, worldwide, non‑exclusive, royalty‑free license to use them as part of the Deliverables for your internal business and marketing purposes.
 5.4 Third‑Party Materials. Deliverables may include third‑party fonts, stock, software, or other materials subject to third‑party licenses. You agree to comply with those licenses and are responsible for any associated fees.

6. Platforms; Accounts; Data

6.1 Platform Terms. Your use of third‑party platforms (e.g., Google, Meta, TikTok, X, LinkedIn, email/SMS providers, CMS) is governed by those platforms’ terms. We are not responsible for platform changes, outages, or decisions (including ad rejections, account reviews, or bans).
 6.2 Account Ownership. Unless an Order says otherwise, your advertising and marketing accounts are owned by you. We may request admin access and may create or configure assets within your accounts.
 6.3 Data & Analytics. You are responsible for implementing and maintaining tracking (pixels, tags, SDKs, server‑side tracking), consents, and data governance. We provide recommendations but are not responsible for data loss or inaccuracy caused by platform limitations, consent settings, blockers, or implementation errors.
 6.4 Attribution. Marketing performance is influenced by many factors outside our control. We do not guarantee specific outcomes or return on investment.

7. Confidentiality; Publicity

7.1 Confidentiality. Each party will protect the other party’s non‑public information disclosed in connection with the Services using at least reasonable care and use it solely to perform under these Terms. This Section does not limit a party from disclosing information required by law, after giving reasonable notice (if legally permitted).
 7.2 Publicity. We may use your name, logo, non‑confidential case descriptions, and Deliverables in our portfolio, website, and marketing materials, unless you opt out in writing. Any use of your trademarks is subject to your brand guidelines.

8. Privacy; Data Protection

8.1 Privacy Compliance. Each party will comply with applicable data protection laws (e.g., GDPR/UK GDPR, ePrivacy, CPRA/CCPA, CAN‑SPAM, CASL, PECR, TCPA or local equivalents).
 8.2 Controller/Processor. For advertising and marketing services, the parties typically act as independent controllers of their respective personal data. Where we process personal data on your behalf, the parties will execute a data processing addendum (DPA) that forms part of these Terms.
 8.3 Marketing Consents. You are responsible for obtaining and managing lawful consents and preferences for your marketing communications and website tracking, and for honoring opt‑outs.

9. Non‑Solicitation

During the term of an Order and for 6 months after its termination, neither party will directly solicit for employment any employee of the other party who materially participated in the Services, without prior written consent. This does not restrict general solicitations not specifically directed at the other party’s personnel.

10. Warranties; Disclaimers

10.1 Mutual Warranties. Each party represents it is duly organized and has authority to enter into these Terms.
 10.2 Our Warranties. We will perform the Services in a professional and workmanlike manner using reasonable skill and care.
 10.3 Client Warranties. You represent that the Client Materials and your products/services do not infringe or violate any third‑party rights or laws and that you have all rights necessary for us to perform the Services.
 10.4 Disclaimers. EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS.” WE DISCLAIM ALL IMPLIED WARRANTIES (INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT). WE DO NOT GUARANTEE RESULTS, SALES, RANKINGS, LEADS, OR ROI.

11. Indemnification

11.1 By Client. You will defend, indemnify, and hold harmless Branded Reach and its Affiliates, officers, employees, and agents from and against any third‑party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) Client Materials; (b) your products/services, websites, or business practices; (c) your breach of these Terms; or (d) your violation of laws or third‑party rights.
 11.2 By Branded Reach. We will defend, indemnify, and hold you harmless from third‑party claims alleging that the Deliverables, as provided to you and used in accordance with these Terms, directly infringe a third party’s intellectual property right, except to the extent the claim arises from Client Materials, your modifications, or combination with non‑Branded Reach materials.
 11.3 Procedure. The indemnified party must promptly notify the indemnifying party of the claim, allow control of the defense and settlement, and provide reasonable assistance. The indemnifying party may not settle a claim that imposes non‑monetary obligations on the indemnified party without consent (not to be unreasonably withheld).

12. Termination; Suspension

12.1 Termination for Convenience. Unless an Order states otherwise, either party may terminate an Order for convenience on 30 days’ written notice. Prepaid fees are non‑refundable, but we will cease work after the notice period.
 12.2 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure within 10 days after notice, or upon insolvency or cessation of business.
 12.3 Suspension. We may suspend Services for late payment, illegal or harmful activities, or platform/account issues that make Services impracticable, after notice to you.
 12.4 Effect of Termination. Upon termination, you will pay all accrued fees and approved expenses through the effective date. Each party will return or destroy the other’s Confidential Information upon request (unless retention is required by law or backup policies). Sections intended to survive (including 4, 5, 6.4, 7–11, 12.4, 13–17) will continue.

13. Liability

13.1 Limitation. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS INTERRUPTION), EVEN IF ADVISED OF THE POSSIBILITY.
 13.2 Cap. EXCEPT FOR (A) YOUR PAYMENT OBLIGATIONS; (B) YOUR INDEMNIFICATION OBLIGATIONS; OR (C) A PARTY’S WILLFUL MISCONDUCT OR FRAUD, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO AN ORDER WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO US UNDER THAT ORDER IN THE 6 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
 13.3 Exclusions Not Permitted by Law. Some jurisdictions do not allow certain limitations; in those cases, the limitations apply to the fullest extent permitted.

14. Force Majeure

Neither party is liable for delay or failure due to causes beyond its reasonable control (including acts of God, natural disasters, war, terrorism, riots, labor disputes, government actions, utility/telecom outages, platform outages, or supply chain failures). Affected obligations are suspended for the duration of the force majeure event.

15. Relationship; Subcontracting; Non‑Exclusivity

We are an independent contractor. These Terms do not create a partnership, joint venture, or employment relationship. We may subcontract portions of the Services, remaining responsible for our obligations. Unless an Order states exclusivity, the relationship is non‑exclusive.

16. Notices; Assignment; Audit Rights

16.1 Notices. Legal notices must be sent by email to contact@brandedreach.com and are deemed given on receipt (or on the next business day if sent outside business hours at the recipient’s location). We may send operational communications via email or project tools.
 16.2 Assignment. Neither party may assign an Order or these Terms without the other party’s written consent, except either party may assign to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets (with notice). Any prohibited assignment is void.
 16.3 Audit of Media Spend. Upon reasonable notice, you may review records reasonably necessary to verify pass‑through media spend billed by us for the prior 12 months; such review will occur during business hours, not more than once per year, and at your cost.

17. Governing Law; Venue (Global)

To accommodate a global client base, the governing law and venue depend on your domicile:

  • Americas (U.S., Canada, Latin America): Laws of the State of Delaware, U.S.A.; exclusive jurisdiction and venue in the state or federal courts located in Wilmington, Delaware.

     

  • EMEA (Europe, Middle East, Africa): Laws of England and Wales; exclusive jurisdiction and venue in the courts of London, England.

     

  • APAC (Asia‑Pacific): Laws of Singapore; exclusive jurisdiction and venue in the courts of Singapore.
     Conflicts of law principles do not apply. Each party waives any objection to venue or forum non conveniens. If mandatory local consumer or employment laws apply and cannot be waived, they prevail to that limited extent.

     

18. Changes to the Terms

We may update these Terms from time to time. Changes apply prospectively and become effective upon posting on our website or on notice to you. If you continue to use the Services after the effective date, you accept the updated Terms. Orders in effect will continue under the Terms in place at their effective date unless the parties agree otherwise.

19. Entire Agreement; Precedence; Severability; Waiver

These Terms and each applicable Order constitute the entire agreement and supersede all prior or contemporaneous understandings on the subject matter. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will remain in effect. A waiver is effective only if in writing and signed, and no failure or delay to exercise a right operates as a waiver. In case of conflict, the following order of precedence applies: (1) the Order (including service‑specific schedules), then (2) these Terms.

20. Contact

Questions about these Terms? Email us at contact@brandedreach.com.

Schedule A – Acceptable Use Policy (AUP)

You agree not to use the Services in connection with content, products, or activities that are illegal or that violate platform policies or industry standards, including without limitation:

  • Illegal or harmful activities: violence, exploitation, human trafficking, weapons, illicit drugs, counterfeit goods.

     

  • Deceptive or non‑compliant marketing: false claims, undisclosed endorsements, bait‑and‑switch, pyramid schemes, multi‑level marketing that violates local law, unfair/discriminatory targeting.

     

  • Privacy violations: unlawful tracking, lack of required consents, ignoring opt‑outs, scraping in breach of terms, selling personal data without a lawful basis.

     

  • Infringing or offensive content: IP infringement, hate speech, harassment, incitement, or content that is obscene or otherwise restricted by law or platform policies.

     

  • Restricted industries (additional review required): financial services, medical/health, supplements, gambling, adult content, political advertising, and other regulated sectors. You are responsible for all required licenses, approvals, and disclosures.

     

Violation of this AUP may result in suspension or termination of Services.

Schedule B – Service‑Specific Notes

Email/SMS Marketing. You will (a) maintain opt‑in records; (b) include required sender identity and unsubscribe mechanisms; (c) honor opt‑outs within required time frames; and (d) ensure carrier and platform compliance.
 SEO & Content. We do not guarantee rankings or traffic. Search engines and platforms control algorithms and may change without notice.
 Paid Media. Budgets are estimates and may fluctuate due to auction dynamics, targeting, pacing, and platform rules. You authorize us to manage bids, budgets, targeting, creatives, and optimizations within the agreed strategy.
 Analytics & Tracking. Attribution models are approximations. Data discrepancies between platforms and analytics tools are common and expected.
 Design & Creative. Deliverables are provided in industry‑standard formats specified in the Order. Source files (e.g., layered design files) are included only if explicitly stated in the Order.