1.1 Independent Service Relationship: Berrario Agency operates as an independent service provider, offering specialized design services and related solutions. This Agreement does not establish a partnership, joint venture, or employment relationship between Berrario and the Client. Both parties remain independent while collaborating toward shared goals.
1.2 Scope of Work: Berrario will fulfill the tasks outlined in the Client’s project agreement, proposal, or scope of work. The details and deliverables will be defined through mutual agreement.
1.3 Client’s Role: The Client shall cooperate with Berrario in good faith, providing necessary resources, access, and information in a timely manner to facilitate the completion of the Services. The Client is solely responsible for evaluating and approving the deliverables created by Berrario.
2.1 Service Subscriptions and Fees: The Client agrees to pay for Services according to the agreed pricing plan, which may include pay-as-you-go, prepaid hourly packages, or retainer-based models. All payments must be made in U.S. dollars unless otherwise stated.
2.2 Payment Schedules: Payment schedules, including due dates, will be outlined in the Client’s specific proposal or invoice. Payments for subscriptions or retainers must be made in advance of the work being performed. Failure to make timely payments may result in a suspension of Services.
2.3 Refunds and Adjustments: Payments made for completed work or active subscriptions are non-refundable. Any disputes regarding payments or adjustments must be submitted in writing within 30 days of the invoice date.
3.1 Deliverables Review: Berrario will submit completed work or drafts to the Client for review and approval. The Client is responsible for reviewing and approving all deliverables before sharing them through their marketing, sales, or other channels.
3.2 Final Approval: Once deliverables are approved by the Client, Berrario is not responsible for any errors, omissions, or issues that arise from the use of these materials. The Client assumes full responsibility for the implementation and outcomes of the approved work.
3.3 Amendments and Revisions: Requests for amendments or revisions must be made during the review process. Any additional revisions beyond the agreed scope of work may result in additional charges.
3.4 Third-Party Services: Berrario may employ third-party providers to execute certain aspects of the agreed-upon services. Berrario will not be liable for interruptions, failures, or delays caused by these third-party providers, except where directly attributable to the Agency’s negligence or misconduct.
4.1 Berrario’s Responsibilities: Berrario is committed to performing Services with professionalism, care, and due diligence. We will deliver work based on industry standards and in alignment with the Client’s instructions and agreed-upon objectives.
4.2 Client’s Responsibilities: The Client is responsible for:
4.3 Authorization and Access: The Client shall provide Berrario with timely and adequate access to all necessary platforms, accounts, data, and information required to effectively perform the agreed services. Delays due to the Client’s failure to provide such access may result in adjusted project timelines and additional charges.
4.4 No Warranty: While Berrario strives to deliver high-quality Services, we make no guarantees regarding specific outcomes or results from the use of our deliverables. Any success or failure resulting from the implementation of the deliverables is the Client’s responsibility.
4.5 Client Indemnities: The Client agrees to indemnify, defend, and hold harmless Berrario and its officers, directors, employees, and contractors from and against any and all claims, liabilities, damages, losses, and expenses, including attorney fees, arising from any content or materials provided or approved by the Client, including but not limited to allegations of infringement of intellectual property rights or violation of applicable laws.
5.1 Mutual Confidentiality: Both parties agree to keep all proprietary information, trade secrets, and confidential materials shared during the engagement private and secure, except where disclosure is required by law.
5.2 Client’s Content: The Client retains ownership of all materials and information provided to Berrario. Berrario will not use the Client’s content for any purposes other than completing the agreed-upon Services.
5.3 Ownership and Intellectual Property: All creative content, designs, deliverables, and materials created by Berrario under this agreement shall remain the property of Berrario until the Client’s final payment is received. Upon receipt of full payment, Berrario grants the Client a non-exclusive, perpetual license to use the materials specifically for the purposes detailed in the project scope.
6.1 Term: This Agreement shall remain in effect for the duration of the project or subscription period unless terminated earlier by either party.
6.2 Termination: Either party may terminate this Agreement at any time with a written notice. Additionally, you may cancel your subscription at any time, effective immediately upon cancellation. If you choose to cancel, we will complete any ongoing work and continue to provide support through the remainder of your current subscription cycle.
6.3 Survival of Terms: Sections related to payment obligations, confidentiality, and limitations of liability shall survive the termination of this Agreement.
To the fullest extent permitted by law, Berrario shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement. Berrario’s total liability for any claims arising under this Agreement shall not exceed the total amount paid by the Client for the specific Services at issue.
Any disputes arising from this Agreement shall first be resolved through good-faith negotiations between the parties. If a resolution cannot be reached, the dispute may be submitted to mediation or arbitration in accordance with applicable laws.
Neither party shall be held responsible or liable for delays or failure in performance resulting from events beyond their reasonable control, including but not limited to acts of nature, pandemics, war, civil unrest, governmental actions, or interruptions in telecommunications or internet services. In the event of such delays, both parties agree to communicate promptly to determine adjustments in deadlines and expectations.
9.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions or agreements.
9.2 Amendments: Any modifications to this Agreement must be made in writing and agreed upon by both parties.
9.3 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction where Berrario is registered.
By engaging with Berrario, you acknowledge that you have read, understood, and agreed to the terms outlined in this Collaboration Agreement.
