General Terms

These General Terms are effective as of September 1st, 2024.

These General Terms (the “Agreement”) and all policies listed on b22.io/terms govern a working relationship between:

Bureau Twentytwo, LLC (the “Service Provider”)
347 5th Avenue, Suite 1402-722, New York, NY 10016, United States of America
EIN: 38-4285961
Email: office@b22.io
(the “Service Provider”)

and,

Company
Address
EIN
Email
(the “Client”).

The Service Provider and the Client shall herein be referred to as (the “Party”) or collectively (the “Parties”).

1. Independent Contractor.

The Service Provider’s relationship with the Client will be that of an independent contractor. The Service Provider is duly licensed (as applicable) and has the qualifications, experience, and ability to properly perform the Services (as defined below). The Service Provider shall use their best efforts to perform the Services in such a way that the results are satisfactory to the Client.

2. Services.

The Service Provider will perform services that may include logo design, branding, drawings, graphic designs, brand management, packaging design, prepress files, sketches, video editing, 2D animation, 3D designs, product designs, ux/ui designs, web designs, creation of visual marketing materials and assets, website development, web platforms development, software development, mobile application development, technical search engine optimization, original files, source code, reports, documentation, brand management, advising, consulting, and other (the “Services”).

The Service Provider shall be solely responsible for determining the method, details, and means of performing the Services. The Service Provider may, at its own expense, employ or engage employees, subcontractors, partners, or agents (the “Assistants”). The Assistants are not and shall not be employees of the Client, and the Service Provider shall be wholly responsible for the professional performance of the Services and wholly responsible for the work of the Assistants that will be performed for the Service Provider.

No Authority to Bind Client. The Service Provider and the Assistants have no authority to enter into contracts that bind the Client or create obligations on the Client’s part without the prior written (email) consent of the Client.

No Benefits. The Service Provider and the Assistants shall not be eligible for any Client employee benefits. The Service Provider and the Assistants hereby explicitly decline to participate in the Client employee benefits.

Withholding and Indemnification. The Service Provider shall have full responsibility for withholding applicable taxes for all compensation paid to the Service Provider under the Agreement, and for compliance with all applicable local, state, federal and/or foreign legal requirements with respect to the Service Provider’s form of business organization, and with respect to the Assistants. The Service Provider agrees to indemnify, defend and hold the Client harmless from any liability, claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for withholding taxes or fines imposed on the Client by the relevant tax and other competent authorities with respect to any compensation paid to the Service Provider.

3. Deliverables.

The Service Provider will complete the Services specified in the relevant Plan (as defined below) in accordance with the terms and conditions set forth therein (the “Deliverables”).

The Service Provider is not responsible for any delays in completing the Deliverables if the Client has not provided proper and timely feedback or assets required to complete the Deliverables.

Notwithstanding the above, in case the Service Provider is responsible for any delays in completing the Deliverables, the Service Provider will notify the Client in advance in written (email) form stating the reasons for such delays in completion.

4. Plan.

The Service Provider will execute the Services, in the form attached hereto as a plan, describing the specific Deliverables to be performed by the Service Provider (the “Plan”).

The Plan will explicitly refer to this Agreement, form an integral part of the Agreement, and will be subject to the terms and conditions contained herein. In the event of any inconsistency between provisions of the Agreement and provisions of the Plan, provisions of the Plan shall prevail.

At any given time, the Service Provider and the Client can agree to an unlimited number of Plans that can be active in parallel and are defined by their own terms.

Project Plan. The Agreement defines the Project Plan as a set of Deliverables that are completed within a fixed timeframe.

Monthly Plan. The Agreement defines the Monthly Plan as a set of Deliverables that are completed on an ongoing basis.

5. Fees.

The cost of the Services provided by the Service Provider to the Client is set forth in the relevant Plan (the “Fee”).

Plan Fees. As compensation for the Services to be provided by the Service Provider, the Client shall pay to the Service Provider the amount specified in the corresponding Plan hereto at the times specified therein.

Expenses. The Service Provider cannot incur any expenses on behalf of the Client, other than Plan Fees, and will be responsible for all expenses incurred while performing the Services, unless otherwise agreed to by the Client, whose consent shall be evidenced in written (email) form. The Client shall reimburse the Service Provider for documented additional expenses associated with the performance of the Services that the Client has agreed to.

6. Payment.

All payments are completed via a bank transfer or by a payment card. The Fee is payable only in the United States Dollar (USD) currency.

Payment processing is done through the JPMorgan Chase & Co (the “Payment Processor”). The Service Provider does not collect, store, or use the Client’s payment card information and is not liable for any transactions that are not in relation to the payment of the Fee.

The Client completes each payment of the Fee by receiving a payment link after which the Client is redirected to the Payment Processor payment portal where the payment is finalized. In case the Payment Processor fails to complete the payment transaction successfully for technical reasons, the Client is not liable for the payment transaction failure and will not be charged possible failed transaction fees.

7. EULA.

The Client hereby authorizes the Service Provider to collect, store, and process the Client’s data, including but not limited to name, address, phone number, and company information for the purpose of administering the Agreement. The Client also authorizes the Service Provider to use the Client’s data only for the purposes of fulfilling the Agreement and the Client representatives’ email addresses for the Service Provider’s promotional purposes (newsletters, promotional emails).

The Client authorizes the Service Provider to utilize third-party service providers for administration purposes. The Service Provider will take all reasonable steps to ensure the security of the Client’s personal data. The Client may request access to their data at any time and the Service Provider will provide it within a reasonable timeframe.

The Client hereby authorizes the Service Provider to transfer the Client’s data to a third party located outside of the United States of America for processing, provided that the Service Provider shall take all necessary steps to ensure that the third party provides adequate protection for the Client’s data in accordance with applicable data protection regulations.

8. Work Product Rights.

Disclosure of Work Product. The Service Provider will, as an integral part of the performance of the Services, disclose to the Client all Deliverables and other materials of any kind that the Service Provider may produce, conceive, develop or reduce to practice, alone or jointly with the Assistants, in connection with performing the Services, or that result from or are related to such Services, whether or not they are eligible for patent, copyright, mask work, trade secret, trademark, or other legal protection (the “Work Product”).

Ownership of the Work Product. The Service Provider agrees that all Work Products will be the sole and exclusive property of the Client. The Service Provider hereby irrevocably transfers and assigns to the Client, all rights, titles, and interest in, and related to the Work Product, including all worldwide patent rights, patent applications and disclosures, copyright rights, and all other intellectual property or proprietary rights (the “Intellectual Property Rights”). At the Client’s request and expense, during and after the term of the Agreement, the Service Provider will assist and cooperate with the Client in all respects and will cause the Service Provider to assist and cooperate with the Client in all respects, and will execute documents and will cause Service Provider to execute documents, and will take such further acts reasonably requested by the Client to enable the Client to acquire, transfer, maintain, perfect and enforce its Intellectual Property Rights and other legal protections of the Work Product.

Moral Rights. To the fullest extent permitted by applicable law, the Service Provider hereby irrevocably transfers and assigns to the Client any and all moral rights the Service Provider may have in or with respect to any Work Product, during and after the term of the Agreement.

9. Confidentiality.

For the purposes of the Agreement, confidential information means and will include (the “Confidential Information”):

• any information, materials, or knowledge regarding the Parties, their business, financial condition, products, programming techniques, designs, marketing assets, suppliers, technology, or research and development that is disclosed during the term of the Agreement;
• the Work Product; and
• the terms and conditions of the Agreement.

Confidential Information will not include any information that:

• is or becomes a part of the public domain through no fault of the Parties;
• was rightfully in the Parties’ possession at the time of disclosure, without restriction as to use or disclosure; or
• the Parties rightfully receive from a third party without restriction as to use or disclosure.

The Parties agree to hold all Confidential Information in strict confidence, not to use it in any way, commercially or otherwise, except in performing the Services, and not to disclose it to others, except:

• to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation, or other regulatory authority or similar body;
• to whom information is required or requested to be disclosed in connection with and for the purpose of any litigation, arbitration, administrative, or other investigations, proceedings or disputes; and
• with the consent of the relevant Party, to whom the Confidential Information is of concern.

10. Term and Termination.

The Agreement is executed for an indefinite term.

Notwithstanding the above, the Parties may terminate the Agreement at any time subject to 30 days written (email) notice. In the event of such termination of the Agreement by either Party, all Plans are automatically terminated in accordance with terms and conditions set forth in each relevant Plan.

11. Miscellaneous.

Acceptance. The Agreement is accepted and signed by the Client through DocuSign.

Amendments. The Service Provider may amend the Agreement. The Service Provider will provide notice of such amendments in written (email) form, stating the amendments to the Agreement. Amendments to the Agreement shall be effective 30 days after the notice.

Sole Agreement. The Agreement, including relevant Plans hereto, constitute the sole agreement of the Parties and supersede all oral negotiations and prior writings with respect to the subject matter hereof.

Severability. If one or more provisions of the Agreement are held to be unenforceable under applicable law, the Parties agree to renegotiate such provision in good faith. In the event that the Parties cannot reach a mutually agreeable and enforceable replacement for such provision, then:

• such provision shall be excluded from the Agreement;
• the Agreement shall be interpreted as if such provision were so excluded; and
• the Agreement shall be enforceable in accordance with its terms.

Non-Solicitation. The Client agrees that during the term of the Agreement, and for a period of five (5) years after the termination of the Agreement, the Client shall not, directly or indirectly, solicit, hire, engage, or enter into any working relationship with any current or former employees or Assistants of the Service Provider who is or was involved in the provision of the Services under the Agreement, without the prior written (email) consent of the Service Provider.

Advice of Counsel. The Parties acknowledge that, in executing the Agreement, either Party has had the opportunity to seek the advice of independent legal counsel, and has read and understood all of the terms and provisions of the Agreement. The Agreement shall not be construed against any Party by reason of drafting or preparation hereof.

Assignment. The Agreement will be binding upon the Client’s heirs, successors, executors, assignees, administrators, and other legal representatives, and for the benefit of the Service Provider, its successors, and its assignees. There are no intended third-party beneficiaries to the Agreement, except as expressly stated. Except as may otherwise be provided in the Agreement, the Parties may not sell, assign, or delegate any rights or obligations under the Agreement.

Referral Fee. The Client is entitled to a referral fee in case an agreement has been made between the Service Provider and a third party that has been referred to by the Client (the “Referral Fee”). The Service Provider will transparently display to the Client the offer accepted by the third party based on which an agreement has been made between the Service Provider and the third party.

The Referral Fee is activated once the first payment has been made by the third party. The Client may choose between the following Referral Fee options:

• 5% discount for one active Monthly Plan for the next 3 months;
• 8% discount for the next Project Plan; or
• 10% referral fee from the amount of the first payment made by the third party, in the form of a one-time payment to the Client.

Governing Law. The Agreement, and all non-contractual rights related to the Agreement, will be construed and governed by the laws of the State of New York.

Dispute Settlement. For all disputes arising out of or in relation to the Agreement, the parties stipulate the jurisdiction of the United States District Court for the Southern District of New York.