Terms & Conditions

Effective date:
Legal entity: [BrandMerchLab AB] (“BML”, “we”) — [Reg. No], [Address], contact: [contact@brandmerchlab.com].

1. Definitions

“Client” means the contracting party. “Services” means design, launch and operation of merch shops, growth funnels, and related work as described on our site or in an Order. “Order” means a written quote, SOW, or email confirmation. “Deliverables” means items we produce (copy, graphics, layouts, configs, reports). “Third-Party Providers” include storefront, payments, POD/printing, shipping/returns, analytics, and ads platforms.

2. Scope

We will perform the Services with reasonable skill and care, in accordance with the Order. Client will provide timely access, approvals, brand assets, and decision-makers.

3. Pricing and Fees

3.1 Merch rev-share. BML fee equals 20% of monthly Net Sales, reduced to 15% on monthly Net Sales over USD 5,000. “Net Sales” = gross sales minus platform/POD/payment fees, shipping/returns, taxes, and refunds.

3.2 Fixed/Project fees. Products/automation are billed as quoted.

3.3 Third-party costs. Domains, platforms, apps, payment fees, printing/POD, shipping/returns, and ad spend are Client’s cost (billed direct where possible).

3.4 Taxes. Prices exclude taxes unless stated.

4. Payment Terms

4.1 Projects: 50% to start, 50% at handoff/go-live. Ongoing services: monthly in advance.

4.2 Invoices due 14 days from issue unless agreed. Late amounts may accrue interest at the maximum lawful rate. We may suspend Services for non-payment.

5. Approvals & Changes

Client will review and approve key Deliverables (mockups, copy, pricing). Changes outside scope may require a change order and fees.

6. Store Operation

Unless otherwise agreed, BML operates the storefront on Client’s behalf. Client is merchant of record where the platform requires. Policies (returns/defects, shipping) are configured per Client instructions or defaults.

7. Intellectual Property

7.1 Client retains ownership of its pre-existing IP and brand assets.

7.2 Upon full payment, BML grants Client a non-exclusive, perpetual license to use Deliverables for Client’s brand.

7.3 BML retains internal tools, templates, and know-how.

7.4 Unless Client opts out in writing, BML may reference non-confidential results and visuals for portfolio/marketing.

8. Confidentiality

Each party must protect the other’s Confidential Information and use it only to perform under these Terms.

9. Data Protection

Where BML processes personal data on Client’s behalf, BML acts as processor and Client as controller. The parties will comply with applicable data laws. See BML Privacy Policy for details. A separate DPA can apply on request.

10. Warranties and Disclaimers

BML provides Services “as is” and disclaims implied warranties to the fullest extent permitted. We do not guarantee specific results, revenue, or performance.

11. Liability

To the maximum extent permitted by law, BML’s aggregate liability arising out of the Services will not exceed the fees paid by Client to BML in the three (3) months preceding the claim. Neither party is liable for indirect, incidental, consequential, or lost-profits damages.

12. Indemnity

Client will indemnify and hold BML harmless from claims arising from Client’s products, content, or breach of these Terms.

13. Term and Termination

Either party may terminate on 30 days’ written notice for convenience. Either may terminate immediately for uncured material breach (10-day cure period). Upon termination, Client pays for Services performed and third-party costs incurred to date; access will be transitioned in good faith.

14. Non-Solicit

During the Term and for six (6) months after, neither party will solicit the other’s employees or contractors for employment, excluding general public job ads.

15. Governing Law and Disputes

These Terms are governed by the laws of [Jurisdiction], excluding conflict rules. Venue: [City/Country] courts. The parties will first seek amicable resolution in good faith.

16. Notices

Notices must be sent to the contacts in the Order or to [legal@brandmerchlab.com] and [Client email].

17. General

Entire agreement; order of precedence: Order → these Terms → site materials. No assignment without consent (except to affiliates/successors). Force majeure applies. If a clause is unenforceable, the remainder remains effective. We may update these Terms with notice; continued use constitutes acceptance.