Project Terms & Conditions

Version 6.1. Updated on March 12, 2025

Welcome to Quaandry!

These Terms and Conditions apply to all projects and services provided by our agency, regardless of the type of project, whether it be branding, Shopify development, Squarespace design, or any other service we offer.

By engaging our services, you agree to abide by these terms and conditions, which are designed to ensure a clear and fair collaboration.

Change Requests and Managing Scope Creep

We understand that project needs can evolve, and flexibility is essential for a successful collaboration. Should you require changes to the initially agreed project scope, including but not limited to the addition of new deliverables, alterations to existing deliverables, or any modifications that affect the project timeline, we will summarize a “Change Request” together with you.

Upon receiving a change request, we will evaluate its impact on the project, including adjustments to the timeline, resources, and costs. We will provide a detailed proposal for your review and approval that outlines any necessary modifications to the Client Agreement, including adjustments to the project price and delivery schedule.

Please note that additional charges may apply for scope changes, and these will be clearly communicated and agreed upon before proceeding. This process ensures that we can accommodate your needs while maintaining the integrity and timeline of the project, ensuring that we deliver the high-quality results you expect.

Project Acceptance & Delivery

Upon completion of the project phases, deliverables will be uploaded to a designated Google Drive folder, accessible to the client for review.

Approval - Approval of the deliverables can be communicated through an email confirmation or verbally over a scheduled Zoom call, signifying the client’s satisfaction with the work provided.

Automatic Acceptance - In the absence of feedback or formal approval within the two (2) week review period, the deliverables will be considered accepted by the client. This policy ensures project timelines are respected, allowing our team to allocate resources efficiently to ongoing and future projects.

Warranty Period - To further ensure client satisfaction, a warranty period of one (1) month follows the acceptance of the deliverables. During this time, any issues directly related to the original scope of work identified by the client will be corrected at no additional charge. This warranty period is our commitment to the quality and durability of our work, aiming to provide peace of mind and support to our clients.

Client’s Responsibilities

The Client agrees to:

Provide all necessary access, credentials, content, visual assets, and brand materials required by the Agency to perform the agreed services in a timely manner.
Ensure all information and materials provided to the Agency are accurate, up-to-date, and free of third-party claims.
Review and provide feedback on deliverables within three (3) business days, or within another mutually agreed timeframe, to enable timely progress.
Designate a primary point of contact for project communications and approvals.
Promptly communicate any anticipated delays or changes in priorities.

The Agency will not be responsible for delays or additional costs resulting from late, incomplete, or inaccurate materials or feedback from the Client.

Force Majeure

Both parties shall be relieved of their contractual obligations and liabilities under the Client Agreement or these Terms and Conditions in the event of a Force Majeure situation—extraordinary events or circumstances beyond the control of either party. This includes natural disasters (e.g., floods, earthquakes, volcanic eruptions), war, strikes, riots, crime, as well as personal circumstances such as serious illness or death in the family, that prevent one or both parties from fulfilling their obligations.

Should a Force Majeure event occur, the affected party is expected to notify the other party promptly, providing details of the event and its impact on their ability to perform under the Agreement. Both parties shall then agree to suspend the Agreement until the affected party is able to resume their obligations, aiming to continue the contract as soon as reasonably possible once the event has been resolved or its effects mitigated.

Other Details

Dates & Times - We work Monday to Friday from 9 am to 5 pm. If there are any changes to our time zones or working times, we will let you know 1-2 weeks in advance.

Revisions - The project includes 2 rounds of revisions. We consider a revision to be any single list of constructive feedback or change requests following a presentation of the chosen concept. This could be changing the color scheme, trying out a different font, or tweaking the design to your liking.

Copyrights - You guarantee to us that any text elements, graphics, photos, designs, trademarks, or other artwork you provide to us are either your property or that you have permission/license to use them.

Feedback - In order for us to complete the work within the specified timeframe, you must be available frequently and provide feedback in a timely manner so that we can make changes (at least 2x per week). Feedback can be provided in person or in the form of an email, voice note, or Zoom call:

E-Mail: mapa@quaandry.com
WhatsApp: +49 176 4362 8792

Copies and Storage - You will receive a copy of all files from us upon project completion. We retain working files and project deliverables for three (3) months after the project’s completion date. After this period, we are under no obligation to retain them or to provide native source files. We recommend that you keep your own backup copies in a safe place.

Client Portal - All branding and web design projects are managed through our Client Portal in the platform “Notion”. You will be invited to access your Client Portal, and will be given instructions on how it works. Meeting notes, recordings, checklists and other details are kept in the Client Portal, so please save your login information after creating an account.

Meetings - All meetings will take place over Zoom. You and every team member who needs to be part of the meeting will receive calendar invitations with a link to join. Meetings are automatically recorded, and the recordings are made available to every member of the Client’s and the Agency’s teams. Meeting agendas, notes, to-dos, and summaries are kept in the Notion platform.

Payments to third parties - Printing, hosting, advertising, or licensing costs to third parties are to be paid directly to those third parties. We do not act as an agent for your organization and will not receive any money from you as payment for third-party services.

Use of AI

We use Artificial Intelligence (AI) in many ways, such as: testing hypotheses, doing research, sifting through data, etc. We often use our own proprietary GPTs while working on a project, and our process may include the creation of a custom GPT for the Client. When creating our client’s GPTs or talking about our clients with any form of AI, we take care not to divulge sensitive information, such as names, addresses, or financial information.

If, for whatever reason, you do not consent to the use of AI and want us to explicitly avoid using AI during the creation of your project, please let us know before the start of the project.

Please be aware that switching to a fully human-made process will increase your project’s price.

Confidentiality

Both parties agree to keep confidential any proprietary information received from the other party that is marked as confidential or that a reasonable person would understand to be confidential, except where disclosure is required by law.

Confidential information may only be used for the purposes of our project and may not be disclosed to any third party without the prior written consent of the other party.

Data Protection

In the course of delivering services, the Agency may briefly handle personal data belonging to the Client or the Client’s contacts. This typically includes:

Contact information for Client team members, used for project communication.
Content provided by the Client for use in deliverables (such as customer testimonials, reviews, or product information).
Incidental data captured in screen recordings, design files, or training materials used for Custom AI projects.

The Agency processes this data solely for the purpose of delivering the agreed services. The tools we use to do so include Google Workspace for file delivery and email, Notion for project management, and the AI platforms specified in the Use of AI clause where applicable. The Agency does not share, sell, or use Client data for any purpose outside the agreed project.

In the event of a confirmed data breach affecting the Client’s data, the Agency will notify the Client without undue delay and will cooperate reasonably in addressing the breach.

Where the Agency has direct control over its own systems and files, retention of personal data follows the Copies and Storage policy. Where personal data has been processed by third-party platforms (such as AI services or other cloud-based tools used in the course of the project), retention is governed by each provider's own policies, and the Agency cannot guarantee specific deletion timelines from those platforms. Clients with strict deletion requirements should discuss them with the Agency before the project begins so that processing can be scoped accordingly.

Clients who are subject to specific data protection regulations (such as GDPR) and who require a formal Data Processing Agreement should request one before the project begins. The standard terms set out above provide baseline protections but do not constitute a formal Data Processing Agreement.

Design License, Copyrights & Co.

After the project is completed and paid in full, the client receives the perpetual, exclusive rights to the finished designs of the Brand Family, Visual Identity Systems (This includes all logos and logo variations), and the designs we agree on for the “Brand Assets”.

Please note that in all projects, the ownership rights to third party materials are held by the respective third parties (e.g. stock photos). If third party materials are needed for the project, we will acquire the appropriate licenses and license them under your company’s name if applicable.

Some designs may be delivered to you under a license, rather than with a full copyright (for example, our 5.000 Business Icons Set). If at any point, a design is provided under a license, rather than a copyright, you will be informed of this before the design phase begins.

For designs provided with a license:

After the project is completed and paid in full, the Client receives the perpetual license to use the provided designs / templates / assets. This license is unlimited with respect to time, location, and frequency of use within your organization, ensuring you can leverage the design effectively across your business operations.

License Limitations:

While we provide this license to maximize your flexibility and value from our services, it is subject to the following critical limitations to protect the proprietary nature of our designs:
No Resale: The template(s) provided as part of our services may not be sold. This includes not distributing the template(s), in whole or in part, for any form of compensation or profit.
Internal Use Only: The use of the template(s) is restricted to within your organization. Sharing, distributing, or making the template(s) available to any third party, individual, or entity outside of your organization is strictly prohibited.
These limitations are put in place to protect the unique value of the design work we provide while offering your organization the flexibility to use the template to its fullest extent internally.

For retainer clients:

Upon full payment of all fees due under the Client Agreement, all final deliverables and original works created by the Agency specifically for the Client as part of the retainer service (including designs, copywriting, reports, and other tangible work products) shall become the exclusive property of the Client.
The Agency retains the right to use and display such work for its portfolio, website, marketing materials, and case studies, provided that the Agency obtains the Client’s written approval prior to any publication. Any data, analytics, or results used for Agency marketing or process improvement will be anonymized to prevent identification of the Client or their customers.
The Client grants the Agency a non-exclusive, non-transferable license to use the Client’s name and logo in a list of clients, unless otherwise agreed in writing.
Ownership of any pre-existing intellectual property, proprietary tools, templates, or code developed by the Agency prior to or outside the scope of the Client Agreement remains with the Agency and is not transferred to the Client.

Warranties and Disclaimers

Note: If your Client Agreement includes a performance guarantee, see 'Performance Guarantees (Where Applicable)' below, which takes precedence for your project.

The Agency agrees to perform all services with reasonable care, skill, and diligence in accordance with generally accepted professional standards.

The Agency does not warrant or guarantee any specific results, including but not limited to increased sales, website traffic, or other business outcomes. All recommendations and strategies are provided in good faith, based on the information provided by the Client, market conditions, and the Agency’s expertise.

The Agency is not liable for interruptions or errors caused by third-party platforms (including Shopify), external service providers, or force majeure events beyond its control.

The Client acknowledges that changes made to their Shopify store, digital properties, or marketing materials may be subject to the limitations or policies of third-party providers, for which the Agency cannot be held responsible.

Except as expressly stated in the Client Agreement or these Terms and Conditions, the Agency disclaims all other warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose.

Limitation of Liability

Note: If your Client Agreement includes a performance guarantee, see 'Performance Guarantees (Where Applicable)' below, which takes precedence for your project.

While the Agency will always act in good faith and use reasonable care and skill in providing its services, the Agency cannot guarantee that all outcomes will meet the Client’s expectations or business objectives. The Agency will make every effort to resolve any issues that arise and to support the Client in achieving the desired results.

However, to the fullest extent permitted by law, the Agency does not accept any liability for any loss, damage, costs, or expenses incurred by the Client or any third party as a result of using or relying upon the services or deliverables provided. The Agency does not provide any form of indemnity or compensation to the Client.

The Client remains responsible for the use, implementation, and results of the services and deliverables. If any concerns or challenges arise, the Agency is committed to working collaboratively to find a constructive solution, but shall not be required to provide compensation, refunds, or assume any legal liability.

Performance Guarantees (Where Applicable)

Most of our projects do not include a guarantee of specific results. As set out in the "Warranties and Disclaimers" and "Limitation of Liability" sections above, we provide our services with reasonable care and skill but do not, by default, guarantee specific business outcomes such as increases in sales, traffic, or conversion rates.

This section applies to you only if your individual Client Agreement explicitly includes a performance guarantee. If your Agreement does not include one, this section does not apply, and the standard no-guarantee terms above govern your project. If your Agreement does include a performance guarantee, the terms below apply to you and take precedence over the general no-guarantee and no-refund language above to the extent of any conflict.

The specifics of your guarantee live in your Client Agreement. Your individual Agreement defines: the result being guaranteed, how it is measured (including the baseline, the target, and the measurement window), the refund or remedy that applies if the target is not met, any portion of the fee that is non-refundable, and the commitments you must honor for the guarantee to hold. These specifics vary per project and are not restated here. Where this section and your Agreement differ on the details, your Agreement governs.

Your commitments matter. A performance guarantee is only possible when both parties do their part. Your Agreement lists the specific commitments you must honor for the guarantee to remain valid (for example, directing traffic in a particular way, maintaining certain marketing activities, or keeping specific features live). If those commitments are not honored, the guarantee may become void, as defined in your Agreement.

Rejecting a core strategic recommendation. A performance guarantee depends on a small number of decisions being implemented as designed. We call these "core strategic recommendations."

A core strategic recommendation is any decision we have specifically identified as critical to achieving the guaranteed result. What makes it "core strategic" is that the result directly depends on it — not the category it falls into. Depending on the project, it might be structural (such as the layout of a key page or the organization of navigation), or it might relate to positioning, messaging, or another area — wherever that is what the result depends on. The core strategic recommendations that apply to your project, and the decisions that always remain yours, are set out in your Client Agreement and identified as the work progresses.

Some things are always yours, on every project, and never affect the guarantee: you have final approval over everything that is published, nothing goes live without your sign-off, and you may reject any recommendation, including a core strategic one. When we present options, the final choice among them is yours. We will never ask you to make untrue claims about your product or business, and the accuracy of any claim is always yours to confirm.

Because the guaranteed result depends on core strategic recommendations being implemented as designed, rejecting one entirely can affect our ability to deliver it. If you choose to reject one, the guarantee may be voided as set out in your Agreement.

How we handle this in practice:

If a decision you are considering would affect the guarantee, we tell you immediately and follow it up in writing.
We talk it through. In almost every case, we find a path that works for both your brand and the conversion goal.
If, after that conversation, you still decide to reject the recommendation, we confirm it in writing, and the guarantee implication described in your Agreement applies from that point forward.

We will only ever flag a guarantee implication when it genuinely matters. We will never request something irrational, and we will never ask you to make untrue claims about your product or business.

Portfolio & Marketing

We love to talk about the great work we do. That’s why we show and reference your completed project after everything is live and public, in our portfolios, on our website, on social media, in before and after analysis, or case studies.

When we write or show something about your project, we will be careful not to publish any trade secrets. To this end, all publications related to your brand will be sent to you or your team for approval. If we do not hear back from you within 2 weeks, we will consider this as tacit approval (usually if we do not hear back, we will try to contact you several times).

All websites / eCommerce stores we create include the text “Designed by Quaandry” with a link to our website in the footer. This helps us gain new enquiries and reduces acquisition costs, which in turn helps us keep the low prices our clients benefit from. By working with us, the Client agrees to retaining the message and link in their footer always, which can only be removed if the website is redesigned by a different agency in the future.

Late Payments

Timely payments are crucial for the smooth execution of your project. Our invoices are due for payment within 14 days from the date of issuance. We understand that unforeseen circumstances can sometimes delay payments; however, to ensure the sustainability of our services and project continuity, the following terms apply to late payments:

Late Payment Fee: A late payment fee of $120 or €100 will be applied to invoices not paid within 30 days after the due date. The same fee will be added on to your invoice after every 30 day period, regardless of whether or not a reminder invoice is sent. This is to cover the increased administrative efforts required to manage overdue payments.

These measures are intended to encourage timely payments and ensure that we can continue to provide the highest level of service to all our clients. If you anticipate difficulty in meeting a payment deadline, we encourage you to contact us in advance to discuss potential arrangements.

Termination by the Client

The Client Agreement may be ended by the Client before its planned completion only in the following two circumstances:

1. Mutual Termination by Agreement

The Client Agreement may be terminated at any time by mutual written agreement of both parties. The terms of mutual termination — including any final payments, refunds, and the handover of completed work — will be documented in a written termination agreement signed by both parties.

2. Termination by the Client for Agency Material Breach

The Client may unilaterally terminate the Client Agreement, on written notice to the Agency, when the Agency materially fails to perform its obligations under the Client Agreement or these Terms and Conditions, and fails to remedy the breach within fourteen (14) days of written notice from the Client. Material breach includes persistent failure to deliver agreed work, repeated missed deliverables without justification, or sustained inability to provide the contracted services.

The following are not grounds for unilateral termination by the Client:

Changes in the Client's own business circumstances, strategy, or priorities.
Dissatisfaction with creative direction or design choices, which are addressed through the revisions process set out in these Terms and Conditions and the Client Agreement.
Project delays caused by the Client.
Disagreements that have not first been raised with the Agency and given reasonable opportunity to resolve.

In the event of termination by the Client (either mutual or for material breach):

The Agency will deliver any work completed up to the point of termination, in the format in which it currently exists.
Fees for work completed up to the termination date remain payable in full and become due immediately.
Pre-paid fees for work not yet completed will be refunded only as follows: in the case of Agency material breach, refunds may be issued in part or in full depending on the resources already allocated by the Agency at the time of termination; in the case of mutual termination, refunds (if any) are documented in the written termination agreement.

The Agency will always seek to resolve issues through reasonable communication before either party exercises the right to terminate, and termination is intended as a last resort.

Note on retainer agreements: For retainer agreements, the cancellation mechanics set out in the Client Agreement (typically two (2) weeks' written notice before the next billing month) take precedence over this section.

Termination by the Agency

The Agency reserves the right to terminate the Client Agreement, on written notice to the Client, in the following circumstances:

Non-payment: When an invoice remains unpaid for more than sixty (60) days after its due date, and the Client has not responded to reasonable communications regarding the overdue payment.
Abusive or harmful behavior: When the Client or members of the Client’s team engage in behavior toward the Agency or its team that is abusive, threatening, discriminatory, or that otherwise creates an unsafe or hostile working environment.
Scope impossibility: When circumstances arise that make the agreed scope of work impossible to deliver — for example, when the Client withholds necessary information, access, or approvals for an extended period despite reasonable requests, or when technical limitations discovered during the project make the contracted deliverables unachievable.
Material breach: When the Client materially breaches the Client Agreement or these Terms and Conditions and fails to remedy the breach within fourteen (14) days of written notice from the Agency.
Repeated lack of engagement: When the Client consistently misses scheduled meetings without prior notice, or fails to respond to project communications, in a pattern that prevents the Agency from making reasonable progress on the work.
Refusal to acknowledge out-of-scope work: When the Client repeatedly requests work that falls outside the agreed scope and refuses to acknowledge it as such or to enter into a Change Request, despite reasonable explanation from the Agency.
Extended delays beyond pause limits: When project delays caused by the Client exceed the maximum project duration set out in the Client Agreement (including any agreed pauses), and the Client has not engaged with the Agency to resolve the delay through additional fees or a revised project plan.

In the event of termination by the Agency:

The Agency will deliver any work completed up to the point of termination, in the format in which it currently exists.
Fees for work completed up to the termination date remain payable in full and become due immediately.
Pre-paid fees for work not yet completed will be retained in full or in part, depending on the resources already allocated to the project and the stage of work at the time of termination.
The Agency may, at its discretion, recommend other providers who may be able to continue the work, but is under no obligation to do so.

The Agency will always seek to resolve issues through reasonable communication before exercising its right to terminate, and will use termination only as a last resort.

Legal

If any provision of the Client Agreement or these Terms and Conditions shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Agreement and shall not affect the validity and enforceability of any remaining provisions.

Unless expressly stated in the Client Agreement or these Terms and Conditions, in the event of any dispute arising out of or in connection with our services, the parties agree to first attempt to resolve the dispute through good faith negotiations. If the dispute cannot be resolved through negotiation within thirty (30) days, the parties agree to submit the dispute to binding arbitration. The arbitration shall be conducted in accordance with the rules of the chosen arbitration body in the client’s country of incorporation. If arbitration is not successful or is not available, the dispute shall be resolved in the client’s country of incorporation in accordance with their laws (unless a different country is defined in the Client Agreement). This process ensures that disputes are handled in a fair and efficient manner, aiming to minimize costs and disruptions for all parties.

Just as with a parking permit, you cannot transfer the Client Agreement or these Terms and Conditions to another person without our consent.

If you have any questions about any part of this document, please reach out to us at: hello@quaandry.com