Business Services Agreement

Last updated: September 18, 2024

© 2024 Bespoke Business Development

Bespoke Business Development Business Services Agreement

This Business Services Agreement (the “Agreement”) is entered into as of the date of payment submission by the Client (“Effective Date”), between Bespoke Business Development, a Florida corporation, with its principal office located at 333 SE 2nd Ave, Suite #2000, Miami, FL 33131, USA (“Service Provider”), and the Client (the “Client”).

1. Parties Involved:

• Service Provider: Bespoke Business Development, a legal entity duly registered and operating under the laws of the State of Florida, including all affiliated and subsidiary entities, representatives, and assigns.

• Client: The individual or entity engaging with Bespoke Business Development for the provision of services as defined in this Agreement.

The Client acknowledges that by submitting payment and entering this Agreement, they agree to all terms, conditions, policies, and regulations stipulated herein. This Agreement supersedes any previous oral or written agreements between the parties.

2. Scope of Services

Bespoke Business Development provides a wide range of services tailored to meet the specific needs of its Clients, which may include but are not limited to:

2.1 Branding and Marketing Services

• Comprehensive branding strategy development, including brand audits, logo design, brand positioning, and market analysis reports.

• Marketing campaign management covering SEO optimization, paid advertising (PPC), social media strategies, email marketing, and customer engagement tactics.

2.2 Intellectual Property Consulting

• Trademark and copyright filings, patent application support, and guidance on protecting proprietary business assets and inventions. This includes drafting, submitting, and following up on all legal paperwork related to intellectual property (IP) rights.

2.3 Business Development and Strategic Consulting

• Advisory services related to business growth, including market entry strategies, partnership development, and strategic planning sessions. These services will include extensive market research reports tailored to the Client’s industry, opportunities for scaling operations, and strategic positioning.

2.4 Technology and Software Development

• Bespoke software development solutions, digital transformation strategies, and IT infrastructure optimization. Bespoke Business Development may create software products, web applications, and system integrations designed for efficiency and scalability.

2.5 Compliance and Legal Advisory

• Services relating to regulatory compliance, including GDPR, HIPAA, and industry-specific regulatory frameworks. This includes drafting compliance policies, employee training modules, and internal auditing services.

The Client acknowledges that the specific scope of services will be further detailed in each Statement of Work (SOW) attached to this Agreement as Exhibit A, which may evolve based on ongoing project requirements and mutual written consent.

3. Payment Terms and Conditions

3.1 Payment Obligations

• The Client agrees to pay all fees associated with the services rendered by Bespoke Business Development as stipulated in the SOW. Payments are due as per the following terms:

  • Upfront deposit of 50% of the total project fee before commencement.

  • Milestone payments as outlined in the SOW, which must be paid upon completion of specified project phases.

  • Final payment due within thirty (30) days of the final invoice issuance.

3.2 Late Payment Fees and Interest

• If any payment due from the Client is not received by the Service Provider within seven (7) days following the due date, the Client shall be liable for a late fee of 5% of the overdue amount for each month or part thereof until full payment is received. Interest on overdue amounts will be compounded monthly at a rate of 12% per annum, or the highest rate allowed under Florida law, whichever is less​

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3.3 Non-Refundable Deposit Policy

• The initial deposit is non-refundable under any circumstances once paid. This deposit is necessary to secure the time, resources, and commitment of Bespoke Business Development to the Client’s project.

4. Refund and Cancellation Policy

4.1 Non-Refundable Services

• The Client acknowledges that once a project has commenced, fees paid for services such as branding, legal filings, software development, and any other specialized services rendered are strictly non-refundable. Bespoke Business Development will not honor refund requests beyond the timeframe stipulated (7 days post-payment) for services unless proven breach of contract by the Service Provider.

4.2 Cancellation Fees

• The Client may terminate the services with a written notice of thirty (30) days. However, a cancellation fee equal to 50% of the remaining project fee will apply. Bespoke Business Development reserves the right to retain any materials, intellectual property, and deliverables completed up to the point of termination​

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4.3 Refund Disputes and Resolution

• Any disputes over refunds must be resolved through mediation first and, if necessary, binding arbitration according to the American Arbitration Association (AAA) rules, to be held in Miami, Florida. The Client waives any right to litigate such matters outside of this arbitration agreement.

5. Intellectual Property Rights

5.1 Ownership of Deliverables

• All deliverables, designs, software, and proprietary content created during the course of the engagement remain the intellectual property of Bespoke Business Development until all invoices are paid in full. Upon full payment, the Client will receive a limited license for their intended use only. Any attempt to transfer, resell, or modify the intellectual property without written approval from Bespoke Business Development will result in immediate legal action​

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5.2 Protection of IP

• The Client agrees not to infringe upon Bespoke Business Development’s trademarks, copyrights, or any other proprietary rights. Any breach will be considered a material violation of this Agreement, and the Client will be liable for damages.

6. Limitation of Liability

6.1 Liability Cap

• Bespoke Business Development’s total liability for any and all claims arising out of or relating to this Agreement is strictly limited to the total fees paid by the Client for the services rendered. Under no circumstances will the Service Provider be liable for indirect, incidental, punitive, or consequential damages, including loss of profits, business interruptions, or data loss, whether in contract, tort, or any other theory of liability​

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6.2 Indemnification

• The Client agrees to indemnify, defend, and hold harmless Bespoke Business Development from and against all claims, damages, losses, and expenses arising out of or resulting from the Client’s breach of any terms of this Agreement. This includes but is not limited to, violations of intellectual property rights, misuse of services, or any false representations made by the Client​

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7. Confidentiality and Data Protection

7.1 Confidentiality Obligations

• Both parties agree to protect and safeguard all confidential information exchanged during the duration of the Agreement. This includes, but is not limited to, business plans, marketing strategies, proprietary technologies, and financial information. Confidentiality obligations will remain in effect for a period of ten (10) years following the termination of this Agreement​

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7.2 Data Compliance

• Bespoke Business Development complies with all applicable data protection regulations, including GDPR, HIPAA, and CCPA. The Client agrees that their use of services must align with these regulations and assumes responsibility for any misuse or misrepresentation of data on their end.

8. Termination and Breach

8.1 Termination for Cause

• Either party may terminate this Agreement if the other party fails to cure a material breach within fourteen (14) days of receiving written notice. Upon termination, the Client will be required to pay all fees due for services rendered up to the termination date, including any cancellation fees​

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8.2 Effect of Termination

• Upon termination, the Client loses all rights to any pending or completed deliverables until the full settlement of accounts. Bespoke Business Development reserves the right to suspend services and retain all work products until payment is confirmed​

9. Governing Law and Jurisdiction

9.1 Governing Law

• This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles. The Client and Bespoke Business Development expressly agree that any disputes arising out of or related to this Agreement shall be resolved in accordance with the provisions herein, and no other jurisdiction shall be applicable​

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9.2 Jurisdiction and Venue

• Any legal actions or proceedings arising under this Agreement shall be brought exclusively in the courts located in Miami-Dade County, Florida. The Client consents to the jurisdiction of these courts and waives any objection to the venue being improper. The Client acknowledges that they are subject to the laws of Florida and agrees that any attempt to litigate outside this jurisdiction shall be deemed a material breach of this Agreement​

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9.3 Dispute Resolution and Arbitration Clause

• Any and all disputes, controversies, or claims arising out of or in connection with this Agreement, including disputes regarding the validity, interpretation, breach, or termination thereof, shall first be attempted to be resolved through mediation conducted by a mediator mutually agreed upon by both parties. If mediation is unsuccessful, the parties agree to submit the dispute to binding arbitration conducted by the American Arbitration Association (AAA) in Miami, Florida, in accordance with its Commercial Arbitration Rules​

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• The arbitrator’s decision shall be final, binding, and enforceable in any court of competent jurisdiction. The prevailing party in any arbitration shall be entitled to recover its reasonable attorney’s fees and costs​

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10. Force Majeure

10.1 Force Majeure Events

• Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure results from circumstances beyond its reasonable control, including but not limited to natural disasters, war, terrorism, pandemics, governmental restrictions, strikes, labor disputes, utility failures, or interruptions in telecommunications services (“Force Majeure Event”). The affected party must notify the other party within seven (7) business days of the occurrence of the Force Majeure Event and take all reasonable measures to minimize the impact and resume performance as soon as reasonably possible​

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10.2 Suspension and Termination Due to Force Majeure

• If the Force Majeure Event continues for a period exceeding sixty (60) days, either party may terminate the Agreement by providing written notice to the other party. In the event of termination due to a Force Majeure Event, the Client agrees to pay for all services rendered up to the date of termination, and Bespoke Business Development shall not be held liable for any losses, damages, or additional expenses incurred as a result of such termination.

11. Confidentiality and Data Protection

11.1 Confidentiality Obligations

• The Client and Bespoke Business Development agree to hold all Confidential Information disclosed by either party in the strictest confidence. Confidential Information may include, but is not limited to, financial data, business strategies, proprietary technologies, trade secrets, client lists, and marketing plans. Each party agrees not to disclose, disseminate, or make use of such information except for the purposes intended within this Agreement​

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11.2 Non-Disclosure Agreement (NDA) Incorporation

• The terms of the Non-Disclosure Agreement executed between the parties prior to the commencement of services are hereby incorporated by reference into this Agreement. The Client acknowledges that any breach of confidentiality or unauthorized disclosure of information will result in immediate termination of the Agreement and may lead to legal action for damages.

11.3 Data Protection and Compliance

• Bespoke Business Development shall implement and maintain appropriate security measures in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). The Client agrees to comply with all applicable data privacy laws and regulations relevant to the information provided during the term of the Agreement​

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11.4 Duration of Confidentiality

• The confidentiality obligations of both parties shall remain in effect for a period of ten (10) years following the termination of this Agreement, regardless of the reason for termination. The Client acknowledges that breach of these obligations could cause irreparable harm, and Bespoke Business Development is entitled to seek equitable relief, including injunctive relief, without the necessity of posting bond or proving actual damages​

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12. Termination and Breach

12.1 Termination Rights

• Either party may terminate this Agreement for any material breach that remains uncured for a period of fourteen (14) days after receiving written notice from the other party. The notice must specify the nature of the breach and provide sufficient detail to allow the breaching party the opportunity to rectify the issue.

12.2 Effect of Termination

• Upon termination of this Agreement, the Client agrees to settle any outstanding balances within ten (10) calendar days. Bespoke Business Development reserves the right to retain all deliverables and proprietary content until full payment is received. All licenses granted to the Client shall automatically terminate upon termination, and the Client must cease using all work and materials provided by Bespoke Business Development​

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12.3 Consequences of Breach

• In the event of termination due to breach by the Client, Bespoke Business Development reserves the right to pursue legal remedies for damages, including but not limited to loss of profits, costs incurred, and harm to business reputation. The Client acknowledges that such damages may include, without limitation, all legal fees, costs of enforcement, and other expenses incurred due to the breach​

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13. Miscellaneous Provisions

13.1 Severability

• If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of the Agreement, which shall remain in full force and effect. The parties shall negotiate in good faith to replace any invalid provision with a valid provision that most closely approximates the intent of the original​

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13.2 Waiver

• No waiver of any term or condition of this Agreement by either party shall be deemed to be a further or continuing waiver of such term or condition or any other term or condition. The failure of either party to enforce any provision shall not constitute a waiver of the right to enforce that provision in the future​

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13.3 Assignment

• The Client may not assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of Bespoke Business Development. Any attempt to assign this Agreement without such consent shall be void.

13.4 Entire Agreement

• This Agreement, together with all exhibits, schedules, and incorporated documents, represents the entire understanding between the parties concerning the subject matter hereof and supersedes all prior negotiations, discussions, and agreements, whether written or oral. Any amendments or modifications to this Agreement must be made in writing and signed by both parties to be effective​

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14. Legal Fees and Costs

14.1 Recovery of Legal Fees

• In the event of any dispute that results in litigation, arbitration, or any other legal proceeding, the prevailing party shall be entitled to recover all reasonable attorney’s fees, costs, and expenses incurred in connection with the resolution of the dispute​

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14.2 Arbitration and Mediation Costs

• If a dispute is resolved through arbitration or mediation, the costs of such proceedings shall be borne by the non-prevailing party unless otherwise determined by the arbitrator or mediator.

15. Notices

15.1 Method of Notice

• Any notice required or permitted under this Agreement shall be given in writing and delivered via certified mail, return receipt requested, or via a reputable overnight courier service, addressed to the receiving party at the address listed above or any other address specified in writing by either party.

15.2 Effective Date of Notices

• Notices shall be deemed delivered and effective when received by the receiving party, or five (5) business days after being sent, whichever occurs first.

16. Amendments and Modifications

16.1 Formal Amendment Requirements

• Any modifications, amendments, or additions to this Agreement must be made in writing and signed by both parties to be enforceable. Oral agreements or informal changes, including those made via electronic communications, shall not be binding unless documented formally with signatures from both parties​

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16.2 Integration Clause

• This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersedes all prior and contemporaneous agreements, communications, and understandings, whether written or oral, relating to the same. The parties affirm that they have not relied upon any representations, statements, or warranties other than those expressly set forth in this Agreement​

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17. Insurance Requirements

17.1 Client Insurance Obligations

• The Client agrees to maintain adequate insurance coverage throughout the term of this Agreement. This may include general liability insurance, professional liability insurance, and other industry-standard coverages necessary to protect against potential risks associated with the services provided under this Agreement. Bespoke Business Development may request proof of such coverage at any time and reserves the right to suspend services until such proof is provided.

17.2 Service Provider Insurance

• Bespoke Business Development maintains its own professional liability and errors & omissions (E&O) insurance. The Client acknowledges that the limits of this coverage are solely for the protection of the Service Provider, and no rights are conferred to the Client under these policies.

18. Compliance with Laws and Regulations

18.1 Adherence to Applicable Laws

• Both parties agree to comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the performance of their obligations under this Agreement. The Client acknowledges responsibility for ensuring that their use of the services provided does not violate any laws or regulations relevant to their industry, business, or operations​

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18.2 Anti-Bribery and Corruption Compliance

• The parties agree not to engage in any activities that would violate anti-bribery or anti-corruption laws, including but not limited to the Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act. The Client further agrees to provide certifications of compliance if requested by Bespoke Business Development to confirm adherence to these laws​

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19. Non-Compete and Non-Solicitation Provisions

19.1 Non-Compete Clause

• The Client agrees that during the term of this Agreement and for a period of two (2) years following its termination, they will not directly or indirectly compete with Bespoke Business Development or solicit any of its clients, customers, or employees for the purpose of providing similar services. Violation of this non-compete clause will subject the Client to legal action, including claims for damages and injunctive relief.

19.2 Non-Solicitation Clause

• The Client further agrees not to solicit or attempt to hire any employee or contractor of Bespoke Business Development during the term of this Agreement and for a period of twelve (12) months following the termination of this Agreement without prior written consent. This restriction applies to both direct and indirect solicitation efforts​

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20. Representations and Warranties

20.1 Service Provider’s Representations and Warranties

• Bespoke Business Development represents and warrants that it will perform all services in a professional, workmanlike manner, using qualified personnel and in accordance with industry standards. However, the Client acknowledges that the Service Provider does not warrant any specific outcomes, as success is contingent on various factors beyond the Service Provider’s control.

20.2 Client’s Representations and Warranties

• The Client represents and warrants that they possess the necessary legal authority to enter into this Agreement and that they will comply with all applicable laws and regulations in their use of the services provided. The Client agrees to provide accurate information and documentation as required by Bespoke Business Development to facilitate the performance of services​

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21. Indemnification Provisions

21.1 Client Indemnification Obligations

• The Client agrees to indemnify, defend, and hold harmless Bespoke Business Development, its affiliates, officers, employees, and agents from any and all claims, damages, losses, liabilities, and expenses, including attorney’s fees, arising from or related to (i) the Client’s breach of any terms or representations of this Agreement, (ii) the Client’s misuse of services, or (iii) any violations of applicable laws or regulations by the Client​

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21.2 Scope of Indemnification

• The Client’s indemnification obligations include claims resulting from third parties, such as regulatory fines, IP infringement disputes, and any liability related to the Client’s data privacy failures. The Client acknowledges that they will bear all costs associated with resolving such claims​

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22. Non-Disparagement Clause

22.1 Prohibition on Negative Statements

• The Client agrees not to make, publish, or distribute any false, disparaging, or misleading statements regarding Bespoke Business Development, its officers, employees, services, or business practices during the term of this Agreement and for a period of two (2) years thereafter. Breach of this provision may result in legal action, including claims for damages and enforcement through injunctive relief​

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23. No Partnership or Joint Venture

23.1 Independent Contractor Status

• The parties acknowledge and agree that nothing in this Agreement shall be construed as establishing a partnership, joint venture, or employer-employee relationship between them. Each party acts independently and retains sole responsibility for all taxes, insurance, and other expenses incurred as a result of their activities.

23.2 Non-Exclusivity

• The Client understands that Bespoke Business Development may provide similar services to other clients and is under no obligation to prioritize the Client’s needs over other projects unless explicitly agreed upon in writing.

24. Severability and Survivability

24.1 Severability Clause

• If any provision of this Agreement is found by a court or tribunal to be invalid or unenforceable, that provision shall be modified only to the extent necessary to make it enforceable, or if that is not possible, severed from the remainder of the Agreement. All other provisions shall remain in full force and effect​

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24.2 Provisions that Survive Termination

• The following provisions shall survive the termination of this Agreement: Sections relating to Confidentiality, Intellectual Property Rights, Indemnification, Limitation of Liability, Non-Compete and Non-Solicitation, and Dispute Resolution. These provisions shall remain effective to protect the rights and obligations outlined therein beyond the duration of the contract​

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25. Additional Terms

25.1 Subcontracting

• Bespoke Business Development reserves the right to engage third-party subcontractors to perform any or all portions of the services described in this Agreement, provided that the Service Provider remains liable for the quality and timeliness of work performed by these subcontractors.

25.2 No Waiver

• The failure of either party to enforce any provision of this Agreement shall not be considered a waiver of that provision or any other provision, and the rights and obligations under this Agreement shall remain enforceable in their entirety.

26. Intellectual Property Dispute Procedures

26.1 Dispute Over Ownership

• If any dispute arises regarding the ownership or use of intellectual property created under this Agreement, the parties agree to resolve such disputes through arbitration. Bespoke Business Development retains the rights to all IP developed until a final decision is reached. The Client acknowledges that IP rights, including trademarks, copyrights, and patents, remain the exclusive property of Bespoke Business Development unless explicitly transferred through a separate, written, and signed agreement​

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26.2 Resolution of Infringement Claims

• In the event that any intellectual property developed by Bespoke Business Development is alleged to infringe upon the rights of a third party, the Client agrees to notify the Service Provider immediately. Bespoke Business Development will have the sole right to defend such claims at its expense. If the Client is found to have used any IP beyond the agreed scope, they will be responsible for all legal costs associated with any infringement claims.

27. Compliance and Audit Rights

27.1 Compliance with Policies and Regulations

• The Client agrees to comply with all policies set forth by Bespoke Business Development, including any specific compliance requirements tailored to the industry standards and regulations applicable to the Client’s business. Bespoke Business Development reserves the right to modify compliance requirements as laws and regulations evolve, and the Client agrees to adhere to any updated policies.

27.2 Audit Rights

• Bespoke Business Development reserves the right to audit the Client’s use of deliverables, materials, and technology solutions to ensure compliance with the terms of this Agreement. The Client shall provide reasonable access and cooperation during such audits. If any non-compliance is discovered, the Client shall bear the cost of the audit and make immediate adjustments to rectify the issues identified​

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28. Record Keeping and Documentation

28.1 Record Retention Policy

• Both parties agree to maintain complete and accurate records of all transactions and communications related to the services provided under this Agreement. Such records include emails, contracts, invoices, and any other relevant documentation. Bespoke Business Development will maintain records for a period of five (5) years following the termination of the Agreement​

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28.2 Access to Documentation

• The Client agrees to provide access to relevant records as needed by Bespoke Business Development to fulfill its obligations under this Agreement. Failure to provide such access may result in suspension of services until compliance is met.

29. Data Management and Retention

29.1 Data Backup and Security

• Bespoke Business Development implements robust data management and backup policies to ensure the security and integrity of the Client’s data. All data provided by the Client will be stored in secure, encrypted formats, compliant with data protection regulations such as GDPR and CCPA. The Client agrees to follow all recommended security practices when interacting with the Service Provider’s platforms and services​

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29.2 Data Retention Periods

• The Client’s data will be retained for the duration necessary to complete the services and for an additional period of two (2) years after the conclusion of the Agreement to comply with legal and regulatory requirements. Upon termination of the Agreement, the Client may request the deletion of their data; however, some data may be retained to comply with legal obligations or as required by law​

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30. Assignment and Subcontracting

30.1 Assignment Limitations

• The Client may not assign their rights or delegate their obligations under this Agreement without the prior written consent of Bespoke Business Development. Any unauthorized assignment or delegation shall be null and void. Bespoke Business Development reserves the right to assign its rights or delegate its obligations to affiliates or subcontractors without the Client’s consent, provided that such delegation does not materially impact the services rendered​

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30.2 Subcontracting of Services

• Bespoke Business Development may subcontract any of its obligations under this Agreement, and it will ensure that any subcontractor adheres to the same terms and conditions, including confidentiality and compliance obligations. The Client agrees to accept the performance of subcontracted services as if performed directly by Bespoke Business Development.

31. Non-Disclosure and Trade Secret Protection

31.1 Definition of Trade Secrets

• “Trade Secrets” shall mean any information, formula, pattern, compilation, program, device, method, technique, or process that derives independent economic value from not being generally known. Both parties acknowledge that the disclosure of trade secrets could cause irreparable harm and agree to keep such information strictly confidential.

31.2 Obligations Related to Trade Secrets

• The Client agrees not to disclose, reverse-engineer, copy, or distribute any trade secrets obtained during the course of the services. Any breach of this provision may result in immediate termination of services and legal action, including but not limited to claims for damages and injunctive relief​

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32. Additional Compliance Provisions

32.1 Regulatory Compliance

• Both parties agree to remain compliant with all applicable regulations, including but not limited to industry standards such as ISO certifications, environmental regulations, and industry-specific guidelines. Bespoke Business Development reserves the right to request additional documentation from the Client to verify compliance with specific regulations as required by law.

32.2 Compliance Audits

• Bespoke Business Development reserves the right to conduct compliance audits, including on-site inspections, to verify adherence to regulatory requirements. These audits will be scheduled at least fifteen (15) business days in advance unless an immediate audit is required due to suspected non-compliance​

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33. Specific Terms for International Clients

33.1 Cross-Border Compliance

• Clients operating outside the United States must adhere to local regulations, including export control laws, taxation regulations, and consumer protection laws specific to their jurisdictions. Bespoke Business Development may assist international Clients in understanding these requirements but is not liable for any violations by the Client.

33.2 Data Transfer and Processing

• For Clients based in countries with specific data protection laws (e.g., EU-based Clients under GDPR), the Client agrees that their data may be transferred and processed in the United States, with appropriate safeguards such as Standard Contractual Clauses (SCCs) to ensure compliance with applicable laws​

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34. Final Provisions

34.1 Counterparts

• This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution of this Agreement may be performed electronically and is considered binding as if signed in person.

34.2 Headings

• Headings used in this Agreement are for reference purposes only and shall not affect the interpretation or construction of the Agreement’s terms.

34.3 Successors and Assigns

• This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives, and permitted assigns. The parties acknowledge that the terms herein will remain enforceable regardless of any changes in ownership, structure, or management of either party.

35. Entire Agreement

35.1 Integration and Supersession

• This Agreement, including all exhibits, schedules, and annexes attached hereto, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior discussions, agreements, and understandings, whether oral or written. Any changes or modifications must be in writing and signed by both parties to be effective​

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36. Waiver of Rights

36.1 No Implied Waivers

• The failure of either party to enforce any provision of this Agreement or to exercise any rights hereunder shall not be deemed a waiver of future enforcement of that provision or any other provision. No waiver shall be effective unless it is in writing and signed by the authorized representatives of both parties​

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36.2 Cumulative Remedies

• All rights and remedies provided under this Agreement are cumulative and may be exercised in any manner and order as the party chooses. The exercise of one right or remedy shall not preclude the exercise of any other rights or remedies available under law or equity.

37. Risk Assessment and Management

37.1 Risk Assessment Clause

• Bespoke Business Development will conduct a preliminary risk assessment for all projects involving technology or regulatory compliance to identify potential vulnerabilities and threats. The Client agrees to provide all necessary information and cooperation to facilitate this assessment, including but not limited to access to systems, staff interviews, and relevant documentation​

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37.2 Client’s Risk Management Responsibilities

• The Client is responsible for implementing recommended risk management strategies identified during the assessment phase. This may include updating systems, enhancing data security measures, and following operational protocols outlined in the risk assessment report. Failure to implement these recommendations may absolve Bespoke Business Development of liability for any resulting damages.

37.3 Liability for Unmanaged Risks

• If the Client opts not to follow the risk management recommendations provided by Bespoke Business Development, they shall bear sole responsibility for any consequences arising from unmanaged risks. The Client agrees to indemnify Bespoke Business Development for any losses or claims resulting from the Client’s non-compliance with risk mitigation protocols​

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38. Non-Disclosure and Non-Competition Provisions

38.1 Non-Disclosure Obligations

• Both parties agree to maintain strict confidentiality of all information exchanged throughout the duration of the Agreement and for a period of ten (10) years following its termination. Unauthorized disclosure of any proprietary information, client lists, or trade secrets by either party may result in immediate legal action, including claims for damages and injunctive relief​

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38.2 Non-Compete Clause Duration and Scope

• The Client agrees that they shall not engage in any business activities that compete directly or indirectly with Bespoke Business Development for a period of three (3) years following the termination of this Agreement. This clause applies globally, covering all geographic locations where Bespoke Business Development operates. Any breach of this non-compete clause will be enforced through legal action and may result in substantial penalties​

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39. Interpretation and Construction

39.1 Language Interpretation

• This Agreement shall be construed and interpreted according to its plain meaning. Any ambiguities shall not be construed against the drafting party, as both parties have had the opportunity to review and negotiate the terms of this Agreement.

39.2 Rule of Construction

• The headings and subheadings used in this Agreement are for reference only and shall not affect the interpretation of any section. Where appropriate, words importing the singular shall include the plural and vice versa, and words importing gender shall include all genders​

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40. Use of Subcontractors and Third Parties

40.1 Authorization to Subcontract

• Bespoke Business Development retains the right to use subcontractors or third-party vendors to complete any portion of the services outlined in this Agreement. Such subcontractors shall adhere to the same confidentiality and compliance standards stipulated herein. Bespoke Business Development remains fully liable for the performance of all subcontracted services​

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40.2 Client Consent to Subcontractors

• The Client acknowledges and consents to the use of subcontractors and third-party vendors in the performance of services. The Client agrees not to engage directly with any subcontractors without prior written consent from Bespoke Business Development, as doing so constitutes a breach of this Agreement​

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41. Intellectual Property Usage and Licensing

41.1 Limited License for Use

• Bespoke Business Development grants the Client a non-exclusive, non-transferable, and revocable license to use any materials, designs, and proprietary content developed under this Agreement solely for the intended purpose as detailed in the Statement of Work. The license shall remain effective only as long as the Client complies fully with all terms of this Agreement and meets all payment obligations​

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41.2 Unauthorized Use of IP

• Any unauthorized use, reproduction, distribution, or alteration of the Service Provider’s intellectual property will result in immediate termination of this Agreement and may subject the Client to damages and legal action. The Client is prohibited from sublicensing, selling, or transferring the rights to any intellectual property received under this Agreement​

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42. Governing Law and Arbitration

42.1 Arbitration Process

• All disputes arising from or relating to this Agreement shall be resolved through arbitration conducted under the rules of the American Arbitration Association (AAA). The arbitration shall take place in Miami, Florida, and be conducted by a single arbitrator with expertise in commercial contracts and business services agreements. The decision of the arbitrator shall be final, binding, and enforceable in any court of competent jurisdiction.

42.2 Choice of Law

• The Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Any arbitration or legal proceeding that arises shall be adjudicated under these laws, and the Client waives any rights to challenge jurisdiction or venue outside of the State of Florida.

42.3 Costs of Arbitration

• The non-prevailing party in any arbitration shall bear all costs associated with the arbitration, including but not limited to attorney fees, administrative fees, and arbitrator compensation. The parties agree to share equally any upfront administrative costs related to the arbitration process​

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43. Miscellaneous Provisions

43.1 Survival of Terms

• The terms and conditions outlined in this Agreement that, by their nature, should survive termination of the Agreement, including but not limited to confidentiality, indemnification, intellectual property rights, and limitation of liability, shall remain in full force and effect.

43.2 Authority to Execute

• Each party represents and warrants that the individuals signing this Agreement are authorized to do so and that no further corporate or governmental action or approval is required to bind the respective party to the terms of this Agreement.

43.3 Binding Effect

• This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, successors, and permitted assigns. Any attempt to assign this Agreement without prior written consent shall be null and void.

44. Documentation and Record of Execution

44.1 Electronic Signatures

• The parties agree that this Agreement may be executed electronically and that such electronic signatures shall be legally binding as if signed in ink. Each party agrees to maintain a copy of this electronically executed Agreement for their records.

44.2 Record-Keeping Requirements

• Bespoke Business Development shall maintain records of all agreements, amendments, and exhibits related to this contract for a minimum period of ten (10) years following the conclusion of services. The Client agrees to provide any additional documents or records upon request that are necessary for compliance verification purposes​

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45. Confidentiality Audit Provisions

45.1 Right to Audit Confidentiality Compliance

• Bespoke Business Development reserves the right to audit the Client’s adherence to confidentiality obligations outlined in this Agreement. Such audits may include reviewing access logs, documentation, and conducting interviews with relevant personnel to ensure that no breaches or unauthorized disclosures of sensitive information have occurred. The Client agrees to provide full cooperation during such audits, including granting access to premises and records as required​

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45.2 Remedial Actions for Breach

• If any breach of confidentiality is discovered during an audit, the Client agrees to take immediate corrective measures as advised by Bespoke Business Development, including but not limited to employee retraining, system upgrades, and implementation of new security protocols. All costs associated with such remedial actions will be borne by the Client​

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45.3 Confidentiality Breach Penalties

• In the event of a confidentiality breach, the offending party shall be liable for all damages, including loss of revenue, harm to business reputation, and any legal fees incurred by the non-breaching party to enforce their rights. Bespoke Business Development retains the right to terminate the Agreement and seek injunctive relief to prevent further disclosure of sensitive information​

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46. Limitation of Remedies and Exclusions

46.1 Exclusion of Consequential Damages

• The Client acknowledges that Bespoke Business Development shall not be liable for any indirect, special, punitive, incidental, or consequential damages arising from or related to this Agreement, regardless of whether such damages were foreseeable. This includes, but is not limited to, lost profits, business interruptions, or any claims made by third parties against the Client.

46.2 Limitation of Remedies

• The Client’s sole and exclusive remedy for any dissatisfaction or breach of this Agreement by Bespoke Business Development shall be limited to the amount of fees paid under this Agreement. Under no circumstances will Bespoke Business Development’s cumulative liability exceed the total amount paid by the Client for services rendered​

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46.3 Force Majeure Exclusions

• Bespoke Business Development shall not be liable for delays or failures in performance caused by events beyond its reasonable control, including but not limited to natural disasters, pandemics, strikes, supply chain interruptions, cyberattacks, or any other force majeure events. In such cases, both parties shall make reasonable efforts to mitigate any delays, and services shall resume as soon as possible once the event subsides​

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47. Extended Compliance and Regulatory Audit Provisions

47.1 Regulatory Compliance Clause

• Both parties agree to comply with all applicable state, federal, and international regulations relevant to the services rendered under this Agreement. The Client acknowledges that they are solely responsible for ensuring that their business operations comply with industry regulations and that Bespoke Business Development is not liable for any non-compliance on the Client’s part unless such non-compliance directly results from inaccurate information provided by the Service Provider​

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47.2 Regulatory Audits and Inspections

• Bespoke Business Development may conduct compliance audits to ensure adherence to applicable regulations such as GDPR, HIPAA, and CCPA, where applicable. These audits may involve system inspections, data access reviews, and documentation evaluations. The Client agrees to provide access to relevant records and systems necessary for the audit, and failure to do so may result in service suspension​

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47.3 Client Cooperation in Audits

• The Client is required to assist with all regulatory audits, including but not limited to making personnel available for interviews, providing system access, and sharing requested documentation. Non-cooperation or refusal to comply will be considered a material breach of this Agreement, and the Service Provider reserves the right to terminate the Agreement and seek damages​

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48. Force Majeure Detailed Provisions

48.1 Definition of Force Majeure Events

• “Force Majeure Events” shall include any event beyond the reasonable control of either party, including but not limited to acts of God, natural disasters (e.g., hurricanes, earthquakes), pandemics, terrorism, war, strikes, civil disturbances, interruptions of utilities, or acts of government authorities that prevent the performance of obligations under this Agreement.

48.2 Temporary Suspension of Obligations

• In the event of a Force Majeure Event, the affected party shall notify the other party as soon as possible and provide a reasonable estimate of the expected delay duration. All obligations under the Agreement shall be temporarily suspended during the occurrence of the Force Majeure Event, and the parties shall work collaboratively to minimize the impact and resume performance as soon as practicable​

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48.3 Termination Due to Extended Force Majeure

• If a Force Majeure Event continues for a period exceeding ninety (90) days, either party may terminate this Agreement upon written notice to the other. The terminating party will not be liable for any consequences of the termination, and the Client will be responsible for paying for all services rendered up to the date of termination​

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49. Amendments and Modifications Clause

49.1 Amendment Procedure

• Any amendment or modification to this Agreement must be in writing and signed by both parties to be effective. The amendment shall clearly outline the sections modified, and all other terms not affected by the amendment shall remain in full force and effect.

49.2 Effect of Amendments

• An amendment executed in accordance with this section shall have the same legal effect as if it were originally included in the Agreement at the time of signing. Any unauthorized changes, oral agreements, or informal amendments will be deemed null and void​

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50. Integration Clause

50.1 Full Integration of Agreement

• This Agreement, including all referenced exhibits, schedules, attachments, and incorporated documents, constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior oral or written agreements, representations, or understandings between the parties​

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50.2 Supersession of Previous Agreements

• In the event of any conflict between the terms of this Agreement and any prior agreement, the terms of this Agreement shall prevail. The parties acknowledge that they have not relied on any statements or representations not expressly set forth in this Agreement.

51. Governing Law and Jurisdiction (Extended Terms)

51.1 Extended Jurisdictional Scope

• In the event that the parties conduct business across multiple jurisdictions, the laws of the State of Florida shall govern all disputes, and any necessary proceedings shall occur within Miami-Dade County. The Client waives any right to object to jurisdiction in Florida and agrees that they will not seek to transfer jurisdiction to any other state or country, regardless of their location​

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51.2 International Law Compliance

• For international Clients, the parties agree that compliance with U.S. laws, including export control and international trade regulations, is mandatory. The Client is responsible for ensuring that any services or products delivered comply with their own country’s laws, and Bespoke Business Development disclaims liability for any non-compliance on the Client’s part unless it directly results from incorrect guidance or advice provided by the Service Provider​

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52. Remedies for Breach of Contract

52.1 Remedies for Material Breach

• In the event of a material breach of this Agreement by the Client, Bespoke Business Development may exercise all legal and equitable remedies available under the law, including but not limited to immediate termination of the Agreement, claims for damages, and injunctive relief. A material breach includes, but is not limited to, failure to make timely payments, unauthorized use of intellectual property, or non-compliance with confidentiality obligations​

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52.2 Cumulative Remedies Clause

• All rights and remedies provided in this Agreement are cumulative and in addition to any other rights and remedies available under law or in equity. The exercise of one remedy shall not preclude the exercise of any other remedies available. The Client acknowledges that failure to remedy a breach in a timely manner may result in further legal consequences, including claims for additional damages beyond the original scope​

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52.3 Specific Performance

• Bespoke Business Development reserves the right to seek specific performance as a remedy for breaches where monetary compensation is inadequate, particularly in cases involving confidentiality, intellectual property violations, or other breaches that may cause irreparable harm. The Client agrees that injunctive relief may be necessary to prevent further violations or to ensure compliance with the terms of this Agreement​

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53. Indemnity and Hold Harmless Provisions (Expanded)

53.1 Indemnification Scope

• The Client agrees to indemnify, defend, and hold harmless Bespoke Business Development, its employees, agents, and affiliates from any and all claims, losses, damages, liabilities, costs, and expenses (including attorney’s fees) arising out of or in connection with (i) the Client’s use of the services, (ii) any breach of this Agreement by the Client, or (iii) any violation of laws or regulations. This includes claims made by third parties and regulatory bodies​

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53.2 Third-Party Indemnity

• The Client also agrees to indemnify Bespoke Business Development from any claims brought by third-party vendors or subcontractors engaged by the Client independently without the knowledge or consent of Bespoke Business Development. The Client bears full responsibility for any contracts entered into with such third parties and for any claims arising from their involvement in the project​

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53.3 Indemnity Procedures

• In the event that Bespoke Business Development seeks indemnification under this Agreement, the Client agrees to promptly assume the defense and settlement of any claims with legal counsel reasonably acceptable to the Service Provider. Bespoke Business Development retains the right to participate in the defense and settlement process, at its own expense, to ensure that its rights and interests are adequately protected​

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54. Dispute Resolution and Escalation Process

54.1 Dispute Escalation

• If any dispute arises under or in connection with this Agreement, the parties agree first to attempt to resolve the dispute through good faith negotiations at the executive level of each party. If the dispute cannot be resolved within thirty (30) calendar days of initiating negotiations, either party may submit the matter to mediation​

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54.2 Mediation Clause

• Mediation will be conducted under the rules of a recognized mediation service, and both parties agree to equally share the costs of the mediator. Mediation will be held in Miami, Florida, unless otherwise agreed in writing. If mediation does not result in a resolution, the parties agree to proceed to arbitration as outlined in this Agreement​

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54.3 Binding Arbitration

• All disputes that cannot be resolved through mediation shall be settled through binding arbitration in accordance with the rules of the American Arbitration Association (AAA). The arbitrator’s decision shall be final and binding, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The Client waives the right to pursue litigation in any jurisdiction other than as provided herein​

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55. Waiver of Class Action Rights

55.1 Class Action Waiver

• The Client agrees that any dispute resolution proceedings, whether in arbitration or in court, will be conducted only on an individual basis and not as a class action or other representative action. The Client waives any right to participate in a class action or representative lawsuit against Bespoke Business Development​

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55.2 No Consolidation of Actions

• The parties further agree that they may not consolidate their claims with those of other clients or entities in any dispute, arbitration, or court proceeding. Each claim must be arbitrated individually, and the arbitrator is not authorized to combine or aggregate multiple claims​

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56. Detailed Refund Policy and Conditions

56.1 Non-Refundable Deposits and Fees

• All deposits and fees paid by the Client are strictly non-refundable once services have commenced. This includes upfront payments, milestone payments, and deposits for services such as branding, legal filings, and intellectual property support. Bespoke Business Development will not issue refunds under any circumstances unless explicitly provided in writing within the SOW or agreed upon by both parties.

56.2 Conditions for Refund Eligibility

• The Client may only request a refund for services under the following limited conditions:

  • Services have not commenced, and the Client provides written notice of cancellation within seven (7) calendar days of the Effective Date.

  • The Client is able to provide evidence of a breach of contract by Bespoke Business Development that directly affects the deliverables of the service​

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56.3 Dispute Over Refunds

• Any disputes regarding refunds must first be attempted to be resolved through mediation. If mediation fails, the matter will proceed to binding arbitration as outlined in the Dispute Resolution section of this Agreement. The Client agrees to waive any right to litigate disputes related to refunds outside of arbitration.

57. Data Privacy and Compliance Provisions

57.1 Compliance with Data Privacy Laws

• Bespoke Business Development shall comply with all applicable data privacy laws, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and other relevant state, federal, and international regulations. The Client agrees that their use of services will not violate any privacy laws and that they are responsible for ensuring compliance within their operations​

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57.2 Data Security Obligations

• Both parties agree to implement and maintain reasonable security measures to protect the confidentiality, integrity, and availability of data exchanged under this Agreement. Bespoke Business Development utilizes secure data transfer protocols, encryption technologies, and access controls to safeguard client information​

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57.3 Data Breach Notification

• In the event of a data breach affecting client data, Bespoke Business Development shall notify the Client within seventy-two (72) hours of discovery. The notification will include a summary of the incident, the steps taken to mitigate the breach, and recommendations for further action. The Client agrees to cooperate fully with the Service Provider’s breach response efforts​

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58. Entire Agreement and Merger Clause

58.1 Complete Agreement

• This Agreement represents the entire agreement between the parties regarding the services provided and supersedes all prior or contemporaneous oral or written understandings, agreements, negotiations, representations, or communications between them. The parties acknowledge that they have not relied on any statements or representations not expressly set forth in this Agreement​

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58.2 Modification Requirement

• Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties to be enforceable. Oral modifications or agreements, even if recorded electronically or acknowledged by representatives, will not be considered binding unless documented formally with signatures​

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59. Termination and Expiry of Agreement

59.1 Termination for Convenience

• Either party may terminate this Agreement for convenience by providing written notice to the other party at least thirty (30) calendar days in advance. Upon such termination, the Client agrees to pay all outstanding fees for services rendered up to the termination date, including any cancellation fees as stipulated in this Agreement. Bespoke Business Development reserves the right to withhold any final deliverables until all payments have been received and processed​

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59.2 Termination for Cause

• Bespoke Business Development may terminate this Agreement immediately if the Client breaches any material term of this Agreement, including but not limited to non-payment, unauthorized use of intellectual property, or violations of confidentiality provisions. In such cases, Bespoke Business Development will be entitled to retain any deposits or payments already made as compensation for the breach and may seek additional damages if necessary​

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59.3 Effects of Termination

• Upon termination, all rights and licenses granted to the Client under this Agreement shall cease, and the Client must immediately discontinue the use of any materials or intellectual property provided by Bespoke Business Development. The Client also agrees to return or destroy any confidential information in their possession, as directed by the Service Provider​

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60. Intellectual Property and Work Product Ownership

60.1 Retention of Intellectual Property Rights

• All intellectual property, including but not limited to trademarks, copyrights, designs, methodologies, software, and any work product created during the term of this Agreement, remains the sole property of Bespoke Business Development unless explicitly transferred in a written, signed agreement. The Client is granted only a limited, revocable license to use such intellectual property in accordance with the terms outlined in this Agreement​

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60.2 Custom Work Product

• If the Client commissions specific work that results in custom software, designs, or marketing materials, Bespoke Business Development may grant a non-exclusive, non-transferable license to the Client upon full payment. This license allows the Client to use the materials exclusively for their intended purpose. Any unauthorized use, reproduction, or modification of these materials beyond the scope of this license will result in termination and legal action​

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61. Subcontractor and Vendor Relations

61.1 Authorized Subcontractor Engagement

• Bespoke Business Development retains the right to engage subcontractors, third-party vendors, and external consultants to fulfill any aspect of the services outlined in this Agreement. The Service Provider shall remain liable for the quality and timeliness of the work provided by these subcontractors, ensuring that they adhere to the same standards and confidentiality agreements as the primary contract​

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61.2 Subcontractor Confidentiality

• All subcontractors and third-party vendors engaged by Bespoke Business Development will be required to sign confidentiality agreements and comply with data protection regulations equivalent to those outlined in this Agreement. The Client acknowledges that they have no direct contractual relationship with any subcontractors and agrees to communicate exclusively through Bespoke Business Development regarding any subcontracted work​

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62. Extended Force Majeure Clauses

62.1 Force Majeure Notification Process

• If a Force Majeure Event occurs that may affect the performance of this Agreement, the affected party must notify the other party within five (5) business days of the event’s occurrence. The notice must detail the nature of the Force Majeure Event, its impact on the performance of the obligations under this Agreement, and the estimated duration of the delay​

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62.2 Mitigation Obligations

• Both parties agree to use all reasonable efforts to mitigate the effects of a Force Majeure Event, including attempting to perform obligations through alternative means or rescheduling services. If the effects of the Force Majeure Event extend beyond ninety (90) days, either party may terminate the Agreement, with the Client responsible for compensating Bespoke Business Development for any work completed before termination​

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63. Data Protection and Privacy Compliance (Expanded)

63.1 Data Protection Measures

• Bespoke Business Development implements advanced data security measures, including encryption, access controls, and continuous monitoring to protect the Client’s data from unauthorized access or breaches. The Client agrees to comply with the Service Provider’s data security policies and protocols when accessing and using any systems, platforms, or software provided​

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63.2 Compliance with International Data Regulations

• Bespoke Business Development certifies compliance with major international data regulations, including GDPR (European Union), CCPA (California), and HIPAA (U.S. health data laws). The Client agrees to follow these regulations when collecting, storing, or transmitting any personal data through the systems or services provided. Failure to comply may result in service suspension or termination and may subject the Client to legal and financial liabilities​

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63.3 Data Breach Responsibilities

• In the event of a data breach that affects the Client’s information, Bespoke Business Development will follow an established response protocol, including immediate containment, assessment, and notification to affected parties within seventy-two (72) hours. The Client agrees to cooperate fully with breach response efforts and to take immediate action to mitigate further risk if the breach is attributable to their own systems or actions​

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64. Expanded Confidentiality Obligations

64.1 Extended Confidentiality Terms

• All proprietary information, trade secrets, business strategies, and confidential client data disclosed during the course of the engagement shall remain confidential for a period of ten (10) years following the termination of this Agreement. Bespoke Business Development reserves the right to seek damages, injunctive relief, and any other available remedies in the event of a confidentiality breach​

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64.2 Confidentiality in Subcontracting

• Bespoke Business Development will ensure that all subcontractors engaged in the project adhere to the same confidentiality obligations outlined in this Agreement. The Client consents to the sharing of necessary confidential information with these subcontractors solely for the purpose of fulfilling the obligations under this Agreement​

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64.3 Remedies for Breach of Confidentiality

• If the Client breaches the confidentiality terms, Bespoke Business Development reserves the right to seek injunctive relief and compensation for damages, including but not limited to loss of business, reputational damage, and any legal fees incurred to enforce the Agreement. The Client acknowledges that confidentiality breaches may result in immediate termination of the Agreement without the option for refund​

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65. Expanded Payment Terms and Late Fee Provisions

65.1 Payment Schedule and Milestones

• The Client agrees to adhere strictly to the payment schedule detailed in Exhibit A of this Agreement, which outlines milestone-based payments and deadlines for each phase of the project. Any deviations or delays in payment may result in the suspension of services until payment is received.

65.2 Interest on Late Payments

• If payment is not received within seven (7) days of the due date, Bespoke Business Development reserves the right to charge interest at the rate of 1.5% per month on the overdue amount, compounded monthly. Additionally, the Client may be required to pay any costs incurred by Bespoke Business Development in the collection of overdue payments, including attorney’s fees​

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65.3 Non-Refundable Deposits and Advance Payments

• All advance payments and deposits are non-refundable once services have commenced. Bespoke Business Development commits substantial resources based on such payments, and therefore, refunds will not be issued, except in the case of a breach by the Service Provider as determined by binding arbitration. The Client acknowledges that initiating a chargeback or unauthorized payment dispute will be considered a material breach of this Agreement​

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