Terms of Service

1. Agreement to These Terms

These Terms of Service ("Terms") govern access to the website at lazybranding.com (the "Site") and all services supplied by Lazy Branding Studios LLC, a limited liability company registered in the State of Wyoming, United States, with its registered office in Sheridan, Wyoming ("Lazy Branding", "we", "us", or "our").

By accessing the Site, requesting a quotation, or instructing us to commence work, you ("Client", "you") accept these Terms in full. If you do not accept them, you must not use the Site or engage our services.

Where you enter into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and references to Client mean that entity.

2. Definitions

• "Quote" means the written quotation, proposal, or statement of work issued by us and accepted by you, describing the scope, fees, and schedule of a given engagement.
• "Services" means the design, branding, website, content, and related services described in the applicable Quote.
• "Deliverables" means the final work product delivered to you under a Quote.
• "Working Materials" means drafts, source and working files, templates, research, methods, and tools created or used by us in producing the Deliverables.
• "Client Materials" means content, assets, credentials, trademarks, and other materials supplied by you for use in the Services.

3. Services and Scope

We will perform the Services described in the applicable Quote with reasonable skill and care, and in a professional and workmanlike manner.

The Quote governs the scope of each engagement. Any item not expressly included in the Quote is excluded. In the event of conflict between these Terms and a signed Quote, the Quote prevails in respect of scope, fees, and schedule, and these Terms prevail in all other respects.

We may engage subcontractors or contractors in the performance of the Services and remain responsible for the performance of the Services under these Terms.

4. The Brand Audit and Other Free Tools

We make a brand audit available on the Site without charge, together with any other free tool we choose to offer. These are provided for information only. They are not consulting, marketing, legal, financial, or other professional advice, and using them does not create a client relationship or oblige either party to enter into an engagement.

The score, grade, findings, and recommendations in an audit report are generated from the answers you enter. They are an assessment formed on that basis alone. They are not verified against your accounts or against any third-party data, and their usefulness depends on the accuracy of the information you provide. Any decision to act on them is yours.

You represent that the information you enter is your own or that you are authorised to submit it, and that it is accurate to the best of your knowledge.

By submitting an audit you agree that we may contact you about your results. Marketing communications are sent only where you have separately opted in, and may be unsubscribed from at any time.

Where you leave positive comments about the audit, you grant us a non-exclusive, royalty-free licence to publish them on the Site alongside the name and rating you supplied. You may ask us to remove a published comment at any time by writing to hello@lazybranding.com.

We may change, suspend, or withdraw the audit or any other free tool at any time and without notice, and we give no warranty that it will be available, uninterrupted, or error-free. Sections 12 and 13 apply to your use of it.

5. Fees, Invoicing, and Payment

Fees are stated in the applicable Quote. No work commences until the Quote has been accepted in writing.

Fees are exclusive of any sales, use, value added, withholding, or similar taxes, which are your responsibility, save for taxes on our net income.

Invoices are payable in full within the period stated on the invoice, and in the absence of a stated period, within fourteen (14) days of the invoice date. All payments are to be made in the currency stated on the invoice and without deduction or set-off.

We reserve the right to suspend performance of the Services, and to withhold delivery or publication of any Deliverable, where an invoice remains unpaid after its due date and following written notice to you.

Where the scope of an engagement increases, we will issue a revised or supplementary Quote for the additional work, and will not commence that work until it has been accepted.

6. Client Responsibilities and Warranties

You will provide Client Materials, instructions, feedback, and approvals promptly, and will nominate a single individual with authority to approve work on your behalf.

You represent and warrant that you own or hold all rights, licences, and permissions necessary for us to use the Client Materials for the purposes of the Services, and that the Client Materials do not infringe the rights of any third party or breach any applicable law.

We are not obliged to verify the accuracy, legality, or ownership of Client Materials, and we accept no liability arising from their use in accordance with your instructions.

Delay by you in supplying materials, approvals, or access may affect agreed timelines, and any resulting delay is not a breach by us.

7. Approvals and Acceptance

Work is submitted to your nominated approver for review. Approval may be given in writing or through the approval mechanism provided to you.

A Deliverable is deemed accepted upon approval, or where no approval or written objection is received within seven (7) days of submission, upon expiry of that period.

Following acceptance, we may proceed to publication or delivery, and further changes are treated as additional work under Section 5.

8. Revisions

Each engagement includes the number of revision rounds stated in the Quote. We will confirm the expected turnaround for each round.

Revisions requested beyond the included rounds, and revisions arising from a change to previously approved direction, are chargeable and will be quoted before commencement.

9. Intellectual Property

Upon receipt by us of payment in full for the relevant engagement, we assign to you all right, title, and interest in the Deliverables, and you may use, modify, and develop them without restriction.

Until payment in full is received, all rights in the Deliverables remain vested in us, and you may not use, publish, or distribute them.

Working Materials remain our exclusive property at all times unless the Quote expressly provides otherwise. Nothing in these Terms transfers any right in our own name, marks, methods, or pre-existing materials.

Where a Deliverable incorporates third-party assets, including fonts, stock media, or software, those assets remain subject to their own licences, and you are responsible for maintaining any licence required for continued use.

We may identify you as a client and display the Deliverables in our portfolio, case studies, and marketing materials. You may withdraw this permission at any time by written notice, and we will cease further such use within a reasonable period.

10. Account Access and Publishing

Where the Services include publishing, we will do so through our scheduling and publishing tooling. We do not request, store, or share your account passwords.

Where access to your accounts or platforms is required, you will grant it through delegated access or an appropriate permission role that you control and may revoke at any time.

You remain responsible for the security of your own accounts, including the configuration of multi-factor authentication, and for revoking access upon termination.

11. Confidentiality

Each party will keep confidential all non-public information disclosed by the other in connection with the Services, and will use it solely for the purpose of performing or receiving the Services.

This obligation does not apply to information that is or becomes public through no breach of these Terms, that was lawfully known to the receiving party before disclosure, that is independently developed without reference to the disclosed information, or that is required to be disclosed by law or competent authority.

This Section survives termination or expiry of the engagement.

12. Disclaimers

Except as expressly stated in Section 3, the Services and Deliverables are provided without warranties of any kind, whether express, implied, or statutory, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, to the fullest extent permitted by applicable law.

We do not warrant any particular commercial result, including any level of traffic, engagement, enquiries, bookings, revenue, ranking, or reach. Outcomes depend on factors outside our control.

The Site and its content are provided on an as-is and as-available basis. We do not warrant that the Site will be uninterrupted or error-free.

13. Limitation of Liability

To the fullest extent permitted by applicable law, neither party is liable for any indirect, incidental, special, consequential, or exemplary loss, or for any loss of profit, revenue, data, goodwill, or anticipated savings, however arising and whether or not foreseeable.

Our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort including negligence, or otherwise, is limited to the total fees actually paid by you to us for the engagement giving rise to the claim.

Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, wilful misconduct, or any other liability that cannot be excluded or limited under applicable law.

Each party will take reasonable steps to mitigate its losses.

14. Indemnity

You will indemnify and hold us harmless against any claim, liability, loss, damage, cost, or expense, including reasonable legal fees, arising from or in connection with the Client Materials, your instructions, your use of the Deliverables after delivery, or your breach of these Terms.

15. Term, Suspension, and Termination

A project engagement continues until the Deliverables have been accepted and paid for. A retainer engagement continues on a monthly basis until terminated in accordance with this Section or the Quote.

You may terminate an engagement at any time on written notice. Upon termination you will pay for all Services performed and all costs and third-party commitments incurred up to the effective date of termination.

Either party may terminate immediately on written notice where the other commits a material breach that is not remedied within fourteen (14) days of written notice, or becomes insolvent or subject to an equivalent process.

Where we are unable to continue an engagement, we will give you reasonable notice, deliver work completed to that date, and settle any amounts fairly owing.

Sections 9, 11, 12, 13, 14, 17, and 18 survive termination.

16. Force Majeure

Neither party is liable for any failure or delay in performance caused by an event beyond its reasonable control, including act of God, natural disaster, epidemic, armed conflict, civil disturbance, governmental action, strike, failure of utilities, or failure or interruption of internet or third-party platform services.

The affected party will notify the other promptly and will resume performance as soon as reasonably practicable. Where such an event continues for more than thirty (30) days, either party may terminate the affected engagement on written notice.

17. Governing Law and Jurisdiction

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, are governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict-of-law principles.

The parties submit to the exclusive jurisdiction of the state and federal courts serving the State of Wyoming, United States.

Before commencing proceedings, the parties will use reasonable endeavours to resolve any dispute through good-faith discussion between senior representatives.

18. General

These Terms, together with the applicable Quote, constitute the entire agreement between the parties in respect of the Services and supersede all prior discussions, proposals, and representations.

If any provision is held to be invalid or unenforceable, that provision is severed and the remaining provisions continue in full force.

A failure or delay in exercising any right is not a waiver of that right, and no single exercise precludes any further exercise.

You may not assign or transfer your rights or obligations without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.

Notices under these Terms are to be given in writing by email to the addresses used by the parties in the engagement, and are deemed received on the next business day following transmission.

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

We may amend these Terms from time to time by publishing an amended version, which takes effect for engagements accepted after publication. Engagements already in progress continue under the version in force at acceptance.