Terms of Service

Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and AVENSIQ Studio ("AVENSIQ," "we," "us," or "our"), governing your access to and use of our website located at avensiqstudio.com and all brand consulting services we provide.

By using our website or engaging our services, you represent and warrant that you are at least 18 years of age and have the legal authority to enter into this agreement. If you are accessing our services on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms, and references to "you" shall refer to both you personally and that entity.

These Terms apply to all visitors, users, prospective clients, and anyone who accesses or uses our services in any capacity. If you do not agree to these Terms, you must not use our website or engage our services.

We reserve the right to update these Terms at any time. Your continued use of our services after the posting of any changes constitutes your acceptance of the revised Terms. We encourage you to review these Terms periodically.

Description of Services

AVENSIQ Studio provides brand consulting and advisory services to businesses, entrepreneurs, and organizations seeking to develop, refine, or strengthen their brand identity and market positioning. Our services are advisory and consultative in nature and do not constitute the provision of legal, financial, or technical implementation services.

Our core service offerings include:

• Brand Positioning Guidance: Strategic consultation to help define and articulate your brand's unique value proposition and market position within your competitive landscape.
• Visual Identity Recommendations: Expert advisory services regarding color systems, typography, imagery direction, logo concepts, and the overall visual presentation of your brand across all touchpoints.
• Brand Structure and Consistency: Development of brand architecture frameworks, guidelines, and systems that ensure consistent brand expression across all communications, channels, and customer interactions.
• Digital Brand Presentation: Consulting on the effective presentation of your brand within digital environments, including websites, social media platforms, email communications, and other online channels.
• Brand Communication Support: Recommendations regarding tone of voice, messaging hierarchies, content strategy frameworks, and the structural organization of brand communications.
• Creative Direction Consulting: Advisory services to help define and refine the overall aesthetic vision, artistic direction, and stylistic parameters of your brand's visual and verbal expression.
• Custom Brand Development Sessions: Tailored one-on-one consulting engagements specifically structured to address your unique business challenges, objectives, and brand development needs.

All services are delivered through consultation sessions, written recommendations, strategic documents, and advisory communications. AVENSIQ Studio does not provide production, printing, web development, or direct implementation services unless explicitly agreed upon in a separate written agreement.

The specific scope, deliverables, timeline, and fees for any engagement will be defined in a project proposal or service agreement executed between AVENSIQ Studio and the Client prior to the commencement of work.

Eligibility and Account Registration

Our services are available to businesses and individuals who are legally capable of entering into binding contracts. You must be at least 18 years of age to engage our services. By requesting a consultation or entering into a service agreement with us, you confirm that you meet these eligibility requirements.

When providing your information to AVENSIQ Studio, you agree to:

• Provide accurate, current, and complete information about yourself and your business.
• Maintain and promptly update any information you provide to keep it accurate, current, and complete.
• Not impersonate any person or entity, or misrepresent your identity, affiliation, or the nature of your business.
• Not provide false, misleading, or fraudulent information in connection with any service request or engagement.

We reserve the right to refuse service, terminate engagements, or restrict access to our services at our sole discretion if we believe any information provided is inaccurate, incomplete, or misrepresenting. We further reserve the right to conduct reasonable due diligence on prospective clients before agreeing to provide services.

If you are engaging our services on behalf of a company, you represent and warrant that you have the full legal authority and organizational authorization to bind that company to these Terms and to any service agreements entered into with us on the company's behalf.

Service Engagement and Project Scope

All service engagements with AVENSIQ Studio begin with an initial consultation to assess your brand's needs, objectives, and the appropriate scope of services. Following this consultation, we will provide a written proposal outlining the recommended services, deliverables, timeline, and associated fees.

Project Initiation

A service engagement is formally initiated upon both parties' execution of a service agreement or proposal and receipt of any required initial payment. Work will not commence until these conditions have been satisfied. The scope of work, deliverables, and timeline defined in the executed service agreement shall govern the engagement and take precedence over any prior oral or written communications.

Scope Changes and Revisions

Any changes to the agreed-upon scope of work must be requested in writing and are subject to our review and approval. If scope changes result in additional time or resources beyond the original agreement, we will provide a written amendment detailing the additional fees and timeline adjustments. Work on scope changes will not commence until the amendment has been agreed upon in writing by both parties.

Client Input and Collaboration

The quality and effectiveness of our consulting work depends significantly on the quality and timeliness of information, feedback, and decisions provided by the Client. The Client agrees to designate an appropriate point of contact, participate actively in discovery sessions, provide accurate and complete information about their business and brand, and respond to requests for feedback and approval within agreed timeframes. Delays caused by the Client may result in adjustments to the project timeline at no additional cost to AVENSIQ Studio.

Deliverable Approval

The Client shall review all deliverables within the timeframe specified in the service agreement. If no feedback is received within this period, deliverables will be deemed accepted. Upon final delivery and Client approval of all agreed deliverables, the engagement shall be considered complete. AVENSIQ Studio's obligation to provide post-delivery support is limited to what is expressly stated in the service agreement.

Fees, Payment Terms, and Billing

All fees for AVENSIQ Studio's services are as stated in the applicable service proposal or agreement. Our fees are subject to change, but changes will not affect any engagement already confirmed by an executed service agreement. All fees are quoted and payable in United States Dollars unless otherwise agreed in writing.

Payment Schedule

Unless otherwise specified in the service agreement, our standard payment structure requires a non-refundable deposit of fifty percent (50%) of the total project fee at the time of engagement confirmation, with the remaining balance due upon delivery of final deliverables. For engagements exceeding $10,000, a milestone-based payment schedule may be established in the service agreement.

Invoicing and Due Dates

All invoices are due within fourteen (14) calendar days of the invoice date unless otherwise specified in writing. Invoices not paid within thirty (30) days of the due date will incur a late payment fee of one and one-half percent (1.5%) per month on the outstanding balance, or the maximum rate permitted by applicable law, whichever is lower.

Expenses

Pre-approved expenses incurred in the performance of services — including but not limited to travel, research subscriptions, and third-party software or tools — will be billed to the Client at cost plus a ten percent (10%) administration fee. All anticipated expenses exceeding $200 will require prior written approval from the Client.

Taxes

All fees stated by AVENSIQ Studio are exclusive of applicable taxes. The Client is responsible for paying any applicable sales, use, value-added, or other taxes associated with the services received, except for taxes assessed on AVENSIQ Studio's income.

Suspension of Services

AVENSIQ Studio reserves the right to suspend services without notice if any payment becomes overdue by more than fifteen (15) days. We will provide written notice before suspending services when possible, but are not obligated to do so. Suspended services will resume upon receipt of all overdue payments and applicable late fees.

Intellectual Property Rights

The ownership and rights in intellectual property created during an engagement are governed by the terms of the specific service agreement. The following provisions apply in the absence of an executed agreement specifying otherwise.

Client Ownership of Final Deliverables

Upon receipt of full payment for all services rendered, AVENSIQ Studio assigns to the Client all right, title, and interest, including intellectual property rights, in and to the final approved deliverables specifically created for the Client as part of the engagement. This assignment is limited to the final deliverables and does not extend to any underlying tools, methodologies, frameworks, or proprietary processes used to create them.

AVENSIQ Studio's Retained Rights

AVENSIQ Studio retains all rights, title, and interest in and to: all preliminary concepts, drafts, and work-in-progress materials not included in final deliverables; all proprietary methodologies, frameworks, templates, and processes developed or used by AVENSIQ Studio; all general knowledge, experience, and skills developed in the course of providing services; and any work product for which full payment has not been received.

Portfolio Rights

Unless the Client expressly requests otherwise in writing, AVENSIQ Studio reserves the right to display and reference the completed work, including excerpts of deliverables, in our portfolio, website, marketing materials, case studies, and professional presentations. Such use will be limited to showcasing the work in a manner that is respectful to the Client's brand and business interests.

Third-Party Materials

If any third-party materials are incorporated into deliverables, AVENSIQ Studio will inform the Client of any applicable licensing restrictions. The Client is responsible for obtaining any necessary licenses for third-party materials beyond what AVENSIQ Studio can provide as part of the engagement.

Confidentiality and Non-Disclosure

Both parties acknowledge that in the course of an engagement, each may have access to information that is confidential, proprietary, or otherwise sensitive in nature. Both AVENSIQ Studio and the Client agree to treat such information with the highest degree of care and discretion.

Definition of Confidential Information

"Confidential Information" means any information disclosed by one party to the other that is designated as confidential or that, given the nature of the information and the circumstances of disclosure, should reasonably be understood to be confidential. This includes, without limitation, business plans, financial data, customer information, trade secrets, marketing strategies, product development plans, and any other proprietary business information.

Obligations of Confidentiality

Each party agrees to hold the other's Confidential Information in strict confidence, to use the Confidential Information only for the purposes of the engagement, not to disclose the Confidential Information to any third party without prior written consent, and to limit access to the Confidential Information to those individuals who have a need to know and who are bound by confidentiality obligations at least as protective as those in these Terms.

Exceptions

Confidentiality obligations do not apply to information that is or becomes publicly known through no fault of the receiving party, was already known to the receiving party before disclosure, is independently developed by the receiving party without use of the Confidential Information, or is required to be disclosed by applicable law or court order, provided that the disclosing party provides prompt written notice to the other party where legally permitted to do so.

These confidentiality obligations shall survive the termination of the engagement for a period of three (3) years.

Client Responsibilities and Obligations

The success of our consulting engagements depends substantially on the Client's active and good-faith participation. In engaging our services, the Client agrees to fulfill the following responsibilities and obligations throughout the duration of the engagement.

Information Provision

The Client shall provide AVENSIQ Studio with all reasonably requested information, materials, access, and feedback necessary for the performance of our services. This includes, but is not limited to, existing brand assets and guidelines, market research and business data, access to relevant team members and stakeholders, and clear communication of organizational objectives and constraints.

Timely Communication and Approvals

The Client agrees to respond to communications from AVENSIQ Studio within reasonable timeframes as established in the service agreement, provide timely feedback and approvals on submitted work, designate a primary point of contact with appropriate decision-making authority, and promptly notify AVENSIQ Studio of any changes in project requirements, timelines, or organizational circumstances that may affect the engagement.

Accuracy of Information

The Client represents and warrants that all information provided to AVENSIQ Studio is accurate, complete, and not misleading, that the Client has the legal right to share all materials and information provided, that using such materials and information in accordance with the engagement does not infringe upon any third-party rights, and that the Client will promptly notify AVENSIQ Studio if any previously provided information becomes inaccurate or outdated.

Compliance with Laws

The Client is solely responsible for ensuring that their business operations, brand, and any use of deliverables provided by AVENSIQ Studio comply with all applicable laws, regulations, and industry standards. AVENSIQ Studio's consulting services do not constitute legal advice, and the Client should seek independent legal counsel regarding compliance matters.

Disclaimers and Limitations of Liability

Our services are provided to help inform and support your brand strategy and identity. However, we cannot guarantee specific business results, revenue outcomes, or market performance as a result of implementing our recommendations.

No Warranty of Results

AVENSIQ Studio does not warrant or guarantee that our consulting services will achieve any particular business outcome, market position, revenue level, or brand recognition. Business success depends on many factors beyond the scope and control of brand consulting, including market conditions, competitive dynamics, execution quality, economic factors, and business operations.

Service Disclaimer

Our services are provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, AVENSIQ Studio expressly disclaims all warranties of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall AVENSIQ Studio, its officers, directors, employees, agents, or affiliates be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business opportunity, loss of data, or loss of goodwill, arising out of or in connection with our services or these Terms, even if we have been advised of the possibility of such damages.

In no event shall AVENSIQ Studio's total aggregate liability to the Client for any and all claims arising out of or in connection with a specific engagement exceed the total fees paid by the Client to AVENSIQ Studio under that specific engagement in the six (6) months preceding the claim.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liability for certain damages. In such jurisdictions, the above limitations may not apply to the full extent permitted by law.

Indemnification

You agree to indemnify, defend, and hold harmless AVENSIQ Studio and its officers, directors, employees, contractors, agents, licensors, and successors from and against any and all claims, liabilities, damages, judgments, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to:

• Your breach of these Terms or any applicable service agreement;
• Your use or misuse of our services or any deliverables provided;
• Your violation of any applicable law, regulation, or third-party right;
• Any claims by third parties arising from your business operations, brand, or use of our deliverables;
• Any inaccuracy or misrepresentation in information you provide to us;
• Any third-party claim that materials you provided to us infringe any third-party intellectual property rights.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you agree to cooperate fully with us in asserting any available defenses.

Termination of Services

Termination by the Client

The Client may terminate an engagement at any time by providing written notice to AVENSIQ Studio. In the event of Client-initiated termination, the Client shall be responsible for payment of all fees for work completed through the date of notice, all pre-approved expenses incurred, and any non-refundable deposits or milestone payments already made. No refund will be provided for work already completed or expenses already incurred at the time of termination.

Termination by AVENSIQ Studio

AVENSIQ Studio reserves the right to terminate an engagement at any time if the Client breaches any material term of these Terms or the applicable service agreement and fails to cure such breach within ten (10) days of written notice, the Client fails to make timely payments and does not cure the payment default within fifteen (15) days of written notice, the Client engages in conduct that AVENSIQ Studio reasonably believes is harmful to our business or reputation, or continuation of the engagement would require AVENSIQ Studio to engage in any activity that is illegal, unethical, or in violation of professional standards.

Effects of Termination

Upon termination, all outstanding fees for work performed become immediately due and payable. AVENSIQ Studio will provide the Client with all completed work product paid for in full at the time of termination. Provisions of these Terms that by their nature should survive termination shall survive, including confidentiality, intellectual property, indemnification, and limitation of liability provisions.

Dispute Resolution and Governing Law

These Terms and any engagement between you and AVENSIQ Studio shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, United States, without regard to its conflict of law principles.

Informal Resolution

Before initiating any formal dispute resolution procedure, the parties agree to first attempt to resolve any dispute through good-faith negotiation. Either party may initiate this process by sending written notice describing the nature of the dispute and the relief sought. The parties shall have thirty (30) days from the receipt of such notice to attempt to resolve the dispute informally.

Binding Arbitration

If the parties are unable to resolve a dispute through informal negotiation, any controversy or claim arising out of or relating to these Terms or any engagement shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Louisville, Kentucky, and the decision of the arbitrator shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction.

Exceptions to Arbitration

Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights or confidential information.

Modifications to These Terms

AVENSIQ Studio reserves the right to modify or replace these Terms at any time at our sole discretion. When we make material changes to these Terms, we will update the "Last Updated" date at the top of this document. For significant changes, we may also provide additional notice through our website or by email to known Clients.

Your continued use of our website or services after the posting of any changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must discontinue use of our services. We encourage you to review these Terms periodically to stay informed of any updates.

Changes to these Terms will not affect any engagement for which a service agreement was executed prior to the effective date of the revised Terms, unless the Client expressly agrees to be bound by the revised Terms in writing.

Miscellaneous Provisions

Entire Agreement

These Terms, together with any applicable service agreement and our Privacy Policy, constitute the entire agreement between you and AVENSIQ Studio with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, negotiations, representations, and understandings, whether written or oral, relating to that subject matter.

Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Waiver

No waiver of any provision of these Terms shall be effective unless made in writing and signed by authorized representatives of both parties. No waiver of any breach or default shall constitute a waiver of any other or subsequent breach or default.

Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms or any service agreement to the extent such delay or failure is caused by circumstances beyond that party's reasonable control, including but not limited to natural disasters, acts of government, widespread internet or infrastructure failures, or global health emergencies.

Assignment

You may not assign or transfer your rights or obligations under these Terms or any service agreement without our prior written consent. AVENSIQ Studio may assign its rights and obligations under these Terms without restriction, provided that we will provide you with written notice of any such assignment.

No Agency

These Terms do not create any agency, partnership, joint venture, employment, or franchise relationship between the parties. AVENSIQ Studio operates as an independent contractor in the performance of all services.