Effective Date: 1/1/2025

By accessing or using bearhouse.io (the “Website”) and/or engaging bearhouse LLP (“bearhouse,” “we,” “us,” or “our”) for any services, you (“you” or “Client”) agree to be bound by these Terms of Service (“Terms”). If you do not agree with these Terms in full, you must not use the Website or engage our services.

1. Definitions

• Services: All digital, creative, design, development, marketing, branding, consulting, or other professional services provided by bearhouse, as described in an agreed-upon proposal or contract.

• Proposal: A written document (email, PDF, or other format) outlining scope of work, deliverables, timeline, and fees for a specific engagement.

• Client Deliverables: Materials, content, assets, or information provided by you to facilitate bearhouse’s performance under a Proposal (e.g., logos, copy, access credentials).

• Fees: All rates, charges, or costs for Services, as set forth in the Proposal or invoice.

• Stripe: The third-party payment processor used to collect online payments on behalf of bearhouse; subject to Stripe’s own Terms of Service and Privacy Policy.

2. Acceptance of Terms

1. Agreement: These Terms, together with any Proposal, invoice, or addendum expressly incorporated herein, constitute the entire agreement between you and bearhouse with respect to the subject matter and supersede all prior understandings.

2. Amendments: We reserve the right to modify these Terms at any time by posting a revised version on bearhouse.io. The “Effective Date” will be updated accordingly. Your continued use of the Website or acceptance of Services after such posting constitutes acceptance of the revised Terms.

3. Scope of Services

1. Engagement Process
   a. Proposal & Approval: All Services begin only after you review and formally approve a written Proposal, which includes a detailed scope of work, deliverables schedule, and Fee structure. Approval may be provided in writing (email or signed document).
   b. Client Obligations: You agree to furnish bearhouse with all Client Deliverables in a timely manner and in the format(s) requested. Any delay in providing Client Deliverables may affect project timelines and may result in additional Fees.
   c. Revisions & Change Orders: Unless otherwise stated in the Proposal, each fixed-price engagement includes a limited number of revision cycles. Any out-of-scope requests or additional revisions beyond those agreed upon may require a Change Order (written amendment) and additional Fees.

2. Service Categories

   • Web Design & Development: Custom website design, front-end development, back-end integration (e.g., WordPress, CMS, e-commerce), responsive/mobile optimization, and ongoing maintenance (if scoped).

   • Branding & Graphic Design: Logo design, color palettes, typography systems, digital and print collateral (posters, banners, brochures, menus, catalogs), and brand guidelines.

   • Digital Marketing & Advertising: Search Engine Optimization (“SEO”), Google Ads, social media advertising, campaign strategy, analytics reporting, and performance tracking.

   • Social Media Management: Content calendar development, post creation, scheduling, community engagement, and performance analytics.

   • Consulting & Strategy: Brand strategy, digital transformation consulting, user experience (“UX”) audits, and technical architecture planning.

   Actual Services rendered depend on the Proposal approved by you.

4. Fees, Invoicing, and Payment Terms

1. Fees
   a. All Fees are quoted in U.S. dollars (USD) or, if otherwise indicated, in Lebanese Pounds (LBP), Emirati Dirham (AED), or another currency specified in the Proposal. Any currency conversions applicable to international transfers are the sole responsibility of the payer.
   b. Hourly, retainer-based, or flat-fee Pricing: Depending on the nature of the work, we may quote Services on an hourly basis, a fixed fee, or a retainer model. All rates will be set forth in the Proposal.

2. Invoices & Payment Schedule
   a. Deposits/Retainers: For certain engagements, we may require a non-refundable deposit or retainer (e.g., 50% of total Fees) due upon execution of the Proposal. Work will not commence until the deposit is received.
   b. Milestone Payments: For larger projects, Fees may be invoiced in milestones (e.g., 25% upon concept approval, 25% upon design approval, 50% upon final delivery).
   c. Net X Days: Unless otherwise specified in the Proposal, payment is due within 15 calendar days from the date of each invoice (“Net 15”).
   d. Late Fees: Any overdue balance beyond Net 15 days is subject to a late fee of 1.5% per month (18% annual percentage rate) on the unpaid balance, or the maximum rate permitted by applicable law, whichever is lower.

3. Payment Method
   a. All online payments are processed via Stripe. By providing payment information through bearhouse.io, you acknowledge and agree that your information will be subject to Stripe’s Terms of Service and Privacy Policy.
   b. bearhouse does not store, retain, or have direct access to your full credit/debit card details; Stripe handles all payment data securely.
   c. We also accept wire transfers, ACH (U.S.), or other methods as mutually agreed upon; any bank fees, exchange fees, or third-party charges are the responsibility of the Client.

4. Refunds & Cancellations
   a. Fees Paid: Unless otherwise stated in the Proposal, all Fees paid are non-refundable.
   b. Cancellation by Client: Should you cancel the engagement after work has commenced, you remain responsible for all Fees incurred up to the cancellation date, including:
       • Work already performed (based on hourly or milestone calculations).
       • Reasonable demobilization costs, if applicable.
   c. Cancellation by bearhouse: In the unlikely event bearhouse terminates an engagement (e.g., breach of contract, non-payment, or other material issues), you will receive deliverables completed up to the date of termination, and you shall pay any outstanding Fees for services rendered.

5. Client Responsibilities & Warranties

1. Accuracy of Information
   You warrant that all Client Deliverables (e.g., logos, copy, graphics, proprietary assets) supplied to bearhouse are true, accurate, and legally owned or licensed by you.

2. Third-Party Permissions
   You are responsible for obtaining any necessary licenses, permissions, or clearances (e.g., fonts, stock imagery, third-party APIs, music) for materials used in your project. You agree to indemnify and hold bearhouse harmless for any claims, damages, or losses arising from unauthorized use of third-party assets.

3. Approvals & Timely Feedback
   To maintain project timelines, you agree to provide feedback, approvals, or requested revisions promptly (within 5 business days of a deliverable submission, unless otherwise agreed). Delays may require a Change Order or adjusted timeline.

6. Intellectual Property & Ownership

1. Pre-Existing IP
   Any software, code, methodologies, templates, frameworks, or materials bearhouse owned or developed independently (“Background IP”) remain the exclusive property of bearhouse. We grant you a non-exclusive, perpetual, worldwide license to use Background IP only to the extent incorporated into final deliverables for your project.

2. Deliverables & Transfer of Rights
   a. Upon receipt of full payment:
       • All custom designs, code, or other deliverables created exclusively for you (“Project Deliverables”) are transferred to you, free of encumbrance.
       • bearhouse retains no rights to Project Deliverables, except for a non-exclusive portfolio usage right.
   b. If the engagement is terminated or payment is not made in full, bearhouse retains all rights, title, and interest in Project Deliverables and may use them for our purposes.

7. Confidentiality

1. Definition of Confidential Information
   “Confidential Information” includes any non-public, proprietary, or sensitive information of either party—such as business plans, financial data, marketing strategies, customer lists, trade secrets, or technical data—disclosed in any form (written, oral, electronic) in connection with the engagement.

2. Use & Protection
   a. Each party agrees to protect the other party’s Confidential Information with at least the same degree of care it uses to protect its own confidential or proprietary information, but in no event less than reasonable care.
   b. Confidential Information may be used solely to perform obligations under these Terms or the Proposal.

3. Exceptions
   Confidential Information does not include information that:
       • Is or becomes publicly available through no fault of the receiving party.
       • Was already rightfully known by the receiving party prior to disclosure.
       • Is independently developed by the receiving party without reference to the disclosing party’s Confidential Information.
       • Is required to be disclosed by law, regulation, or court order (provided the disclosing party is promptly notified, when legally permissible).

8. Data Protection & Privacy

1. Client Data
   Any personal data you provide through contact forms or other means is treated in accordance with our Privacy Policy, available at bearhouse.io/privacy-policy.

2. Website Analytics & Cookies
   We may collect technical information (e.g., IP address, browser type, device, pages visited) via Google Analytics or similar tools. This information is used for improving Website performance and does not personally identify you.

3. Stripe & Payment Data
   All payment transactions are securely processed by Stripe in compliance with PCI DSS. We do not store your full credit/debit card information on our servers. For more details, consult Stripe’s Privacy Policy.

9. No User Accounts

1. No Registration
   Our Website is designed so that users do not create individual accounts or logins. All inquiries and transactions are handled through direct contact, forms, or secure payment links.

2. No User Profiles
   We do not maintain user profiles, passwords, or personal dashboard data. Accordingly, we incur no obligations to secure user account databases.

10. Third-Party Services & Links

1. Third-Party Software & Platforms
   Some Services may require integration with third-party software (e.g., WordPress plugins, Google Analytics, social media platforms, mailing services). You agree to abide by all respective third parties’ terms and policies.

2. External Links
   Our Website may contain links to external sites (e.g., Stripe, social media channels). We are not responsible for the content, policies, or practices of those sites.

11. Warranty Disclaimer

All Services and deliverables are provided “AS IS” and “WITH ALL FAULTS.” Except as expressly set forth in a signed Proposal, bearhouse disclaims all other warranties—whether statutory, express, or implied—including merchantability, fitness for a particular purpose, and non-infringement.

12. Limitation of Liability

To the fullest extent permitted by applicable law, bearhouse (including its partners, officers, employees, agents, and affiliates) shall not be liable for any indirect, incidental, special, consequential, or exemplary damages (including lost profits, goodwill, use, data, or other intangible losses), even if advised of the possibility of such damages.
Our total aggregate liability for any and all claims arising out of or relating to these Terms, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total Fees paid by you for the specific Services giving rise to the claim during the 12-month period preceding the event that gave rise to the liability claim.

13. Indemnification

You agree to indemnify, defend, and hold harmless bearhouse and its officers, partners, employees, and agents from and against any third-party claims, demands, liabilities, losses, damages, costs, or expenses (including reasonable attorneys’ fees) arising out of or relating to:

• Your breach of these Terms or any Proposal.

• Your violation of any applicable law, regulation, or third-party right (including intellectual property or privacy rights).

• Your use of deliverables or Services after completion of our engagement.

14. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, fire, flood, earthquake, storms, pandemics, epidemics, war, terrorism, civil unrest, governmental action, strikes, or supply chain disruptions.

15. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Republic of Lebanon, the State of Minnesota (United States), and the laws of the Emirate of Dubai (United Arab Emirates), as they relate to Services performed or delivered in each respective location. To the extent any conflict exists among these jurisdictions, the primary locus of performance of the Services shall determine which laws apply.

16. Termination

1. By Client
   You may terminate an engagement at any time by providing written notice to bearhouse. In such event, you remain responsible for all Fees and expenses incurred up to the date of termination (including work in progress, non-refundable deposits, and demobilization costs, if any).

2. By bearhouse
   We may terminate or suspend Services immediately if:

   • You materially breach these Terms and fail to cure within 10 days of written notice.

   • You fail to pay any undisputed invoice by its due date.

   • You provide false or misleading information or engage in unlawful activity.
     Upon termination, bearhouse retains ownership of all unfinished deliverables and Background IP until full payment is received.

17. Severability

If any provision of these Terms is found invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid provision shall be replaced by a valid provision that most closely reflects the parties’ original intent.

18. Entire Agreement

These Terms, along with any executed Proposal or Change Order, constitute the entire agreement between you and bearhouse with respect to the subject matter and supersede all prior or contemporaneous communications, whether written or oral.

19. Waiver

No delay or omission by bearhouse in enforcing any right under these Terms shall operate as a waiver of such right or any other right. Any waiver must be in writing and signed by an authorized representative of bearhouse.

20. Contact Information

If you have questions about these Terms or wish to provide notices, please contact us at:

bearhouse LLP
HQ: Minneapolis, Minnesota, United States (legally registered Limited Liability Partnership)
Branch: Dubai, United Arab Emirates
Operations: Beirut, Republic of Lebanon
Email: [email protected]
Website: https://bearhouse.io