The legal team should confirm the exact governing jurisdiction before this Agreement is used publicly.
06. Confidentiality
Both parties agree to protect confidential, proprietary, commercially sensitive, and non-public information shared during the project.
Neither party may disclose such information to unrelated third parties without authorization, except where required by law or reasonably necessary to provide the agreed services.
This confidentiality obligation may continue after termination or completion of the Agreement.
07. Intellectual Property
Upon receipt of full payment, Philo Creatives will grant the Client the agreed rights to the final approved deliverables identified in the SOW.
Final deliverables may include:
- Logos
- Designs
- Website layouts
- Website content
- Marketing materials
- Social media assets
- Development deliverables
- Other commissioned work
Unless otherwise agreed in writing, Philo Creatives may retain ownership of:
- Drafts
- Rejected concepts
- Internal working files
- Templates
- Development tools
- Frameworks
- Pre-existing code
- Processes
- Research
- Licensed assets
- Third-party resources
Philo Creatives may display completed public-facing work for promotional purposes, including portfolios, case studies, social media, presentations, and marketing materials, unless the Client expressly restricts such use in writing and Philo Creatives agrees.
08. Termination
Either party may terminate this Agreement by providing seven (7) days’ written notice by email or another agreed written communication method.
If the Agreement is terminated, the Client remains responsible for payment for:
- Work completed
- Time already spent
- Approved milestones
- Third-party expenses
- Non-cancelable commitments
- Other costs incurred up to the termination date
Philo Creatives may also suspend or terminate work where the Client materially breaches this Agreement, including through non-payment, unlawful conduct, misuse of services, or prolonged inactivity.
09. Dispute Resolution
If a dispute arises, both parties agree to first make a reasonable effort to resolve the issue directly.
If the matter cannot be resolved informally, the parties may attempt mediation.
If mediation is unsuccessful, the dispute may proceed to non-binding arbitration or another agreed dispute-resolution process.
Nothing in this section limits rights that cannot legally be restricted.
10. Refund Policy
Refunds will generally not be provided under the following circumstances:
- After approval of the initial design or mockup
- Due to a change of mind
- Due to project cancellation after work has begun
- If the Client finds a cheaper provider during the project
- Once the final deliverable has been completed and accepted
- For third-party services or purchases made on behalf of the Client
- If the Client becomes unresponsive for more than one week
- If the Client’s business does not achieve expected results after delivery
A refund may be considered under the following circumstances:
- If the project has not started within 72 hours of payment and no initial preview has been shared
- If Philo Creatives fails to complete the project according to the agreed terms
- If the Client requests cancellation within 12 hours of making payment
Any refund will also be governed by the Philo Creatives Refund Policy and applicable project agreement.
11. Entire Agreement
This Agreement, together with the applicable SOW, proposal, quotation, and any documents expressly referenced within them, constitutes the complete agreement between the parties concerning the project.
It replaces prior discussions, communications, representations, or understandings relating to the same subject matter, whether written or oral.
12. Amendments
Any amendment or modification to this Agreement must be made in writing and approved by both parties.
Changes to the project scope, pricing, schedule, or deliverables may require an updated SOW, change order, or written confirmation.
Terms & Conditions
13. Acceptance of Terms
By signing this Agreement, approving a proposal, making a project payment, or using Philo Creatives services, the Client agrees to comply with the applicable Terms & Conditions.
If the Client does not agree with those terms, the Client should not proceed with the services.
14. Services
Philo Creatives provides creative and digital services including, but not limited to:
- Logo Design
- UI/UX Design
- Web Development
- Ecommerce Development
- Content Writing
- Social Media Marketing
- Search Engine Optimization
- Website maintenance
- Digital strategy
- Related services
Specific deliverables will be defined in the applicable SOW.
15. Payment Terms
The Client acknowledges that:
- Projects may require a non-refundable upfront deposit.
- Payment schedules and milestones will be stated in the SOW.
- Late payments may incur additional fees where specified.
- Work may be paused where invoices remain unpaid.
- Final deliverables may be withheld until outstanding balances are settled.
16. Automatic Payment Authorization
Where the Client authorizes Philo Creatives to retain or charge a payment method, the Client agrees to the following terms.
Non-Responsiveness
If the Client fails to respond to requests for feedback, approvals, project information, or payment within seven (7) days, Philo Creatives may charge amounts that have become due under the agreed payment schedule.
Use of Deliverables Without Full Payment
If the Client uses, publishes, launches, distributes, or takes delivery of work before making full payment, Philo Creatives may charge the remaining amount due.
Payment Discrepancies
If a payment issue is brought to the Client’s attention and remains unresolved for seven (7) days, amounts that have become due may be charged to an authorized payment method where legally permitted.
Late Payment Fees
Overdue balances may incur a late payment fee of up to 10% per month, where permitted by applicable law and provided for in the Client agreement.
Cancellation or Termination
If the Client cancels or terminates a project, Philo Creatives may charge for completed work, committed resources, approved milestones, third-party costs, and other amounts already due.
17. Limitation of Liability
To the fullest extent permitted by law, Philo Creatives will not be liable for indirect, incidental, special, or consequential damages arising from the services or deliverables.
Philo Creatives’ total liability relating to a specific project will not exceed the amount actually paid by the Client for that project, unless applicable law requires otherwise.
Philo Creatives does not guarantee specific commercial outcomes including:
- Revenue
- Sales
- Leads
- Search rankings
- Traffic
- Engagement
- Conversion rates
- Followers
- Business growth
Privacy & Information
18. Information We Collect
Philo Creatives may collect information necessary to provide and manage its services, including:
- Name
- Email address
- Phone number
- Payment information
- Business information
- Project requirements
- Project files and materials
- Website usage information
- Communication records
19. How Information Is Used
Information may be used to:
- Provide services
- Manage projects
- Communicate with Clients
- Send invoices and project updates
- Process payments
- Improve services and website functionality
- Maintain business records
- Send marketing communications where the Client has opted in
20. Information Sharing
Philo Creatives may share information with third-party providers where reasonably necessary to complete the project or operate the business.
Examples include:
- Hosting providers
- Payment processors
- Cloud storage providers
- Project-management tools
- Email systems
- Analytics providers
- Technical service providers
Information may also be disclosed where required by law.
Philo Creatives does not sell personal information to unrelated third parties.
21. Data Security
Philo Creatives uses reasonable security measures intended to protect Client information.
However, no electronic transmission or storage method can be guaranteed to be completely secure.
22. Cookies and Third-Party Links
The Philo Creatives website may use cookies to support functionality and understand website activity.
Users may manage cookie preferences through their browser or other consent tools where available.
Our website may also link to third-party websites. Philo Creatives is not responsible for the privacy practices or content of those third parties.
23. Policy Changes
Philo Creatives may update its policies, Terms & Conditions, Privacy Policy, or Refund Policy from time to time.
The latest versions will be made available on the Philo Creatives website.
Where appropriate, material changes may also be communicated directly.
Signature & Acknowledgment
Agency
Philo Creatives
Associated with Brandigo
