Terms of Service.

1. Application and contract documents

These terms apply to services supplied by BRCN Group OÜ under the BRCN Studio name to companies and persons acting in the course of business. They do not by themselves create an engagement.

A contract begins only when the parties accept a written proposal, statement of work, order form or other written scope. If documents conflict, the following order applies unless expressly agreed otherwise: the signed scope, any data-processing agreement, these terms, and then general website descriptions. For conflicts concerning the processing of personal data, the applicable data-processing agreement takes precedence within that subject matter. Mandatory data-protection requirements remain unaffected.

A Commercial Fit Review, proposal discussion or website enquiry is non-binding. No paid work begins without written agreement on responsibility, timing and fee.

2. Services and scope

BRCN Studio is a European commercial operations partner for international industrial and technical B2B companies. Our focus includes Industrial Tech, Robotics, Automation, Manufacturing Software, Industrial AI and Advanced Hardware.

Entry & Decision Scopes

Commercial Readiness & Route Decision, European Market Activation and Commercial Recovery are defined projects. Readiness evaluates existing evidence; it does not include active outreach. Activation and Recovery include only the execution agreed in their respective scopes.

Operating Models

European Business Development Office, European Commercial Lead and Build–Operate–Transfer provide ongoing commercial execution or leadership. The written scope specifies markets, named responsibility, capacity, governance, fees, minimum term and any transition obligations.

Supporting work such as partner operations, CRM governance or trade-fair follow-up is included only where agreed. An operating mandate does not imply a full-time hire, an unlimited team or authority to bind the client.

Current indicative fees and durations appear on the Offers page. The accepted written scope fixes the price, payment schedule and included work. BRCN Studio does not offer commission-only engagements; any performance-based fee must supplement an agreed base fee and be defined in writing.

3. How a mandate starts

Contract and insurance documentation

The written scope records fees, personnel, capacity, client inputs and handover obligations. A confidentiality agreement and, where required, a data-processing agreement are agreed before the relevant information or processing is entrusted to BRCN Studio.

Insurance requirements are reviewed before signature. Any statement of cover must be supported by current insurer-issued documentation identifying the insured entity, covered activities, territory, policy period, limits and relevant exclusions. Website descriptions and document templates are not evidence of insurance cover. Any requirement to obtain or maintain cover must be expressly agreed in the written scope.

• A complimentary Commercial Fit Review identifies the operating gap and whether there is mutual fit.
• BRCN Studio then proposes the mandate, team, capacity, timeline, governance, assumptions, deliverables and fee in writing.
• The client confirms its authorised decision-maker and accepts the written scope.
• Work starts on the agreed date after any required initial payment and onboarding information have been received.

Timelines are estimates unless the written scope expressly identifies a date as binding. Delays in client inputs, approvals, technical participation or third-party access may move the schedule.

4. Client responsibilities

Commercial execution requires timely client participation. Unless the scope says otherwise, the client remains responsible for:

• Accurate product, pricing, availability, reference, compliance and technical information.
• Timely access to management, product experts and authorised decision-makers.
• Approval of messaging, commercial positions, quotations and material changes.
• Product delivery, warranties, customer support, legal compliance and contractual commitments to customers or partners.
• Licences and authority for any materials, data, trademarks or systems supplied to BRCN Studio.

BRCN Studio may rely on client-supplied information unless there is a clear reason to question it. The client remains responsible for its final legal, technical, pricing and contractual decisions.

5. Fees, taxes and payment

Market Activation payment milestones

Unless the accepted written scope expressly agrees otherwise, Market Activation is invoiced 50% at the agreed project start, 25% before the first active market outreach and 25% at the start of project week 7. For the €27,500 single-cluster scope, these instalments are €13,750, €6,875 and €6,875, excluding applicable VAT. For a scope starting at €42,500, they are €21,250, €10,625 and €10,625.

The written scope records the calendar dates, invoice issue dates and payment due dates. These milestone dates govern the Activation schedule rather than the general invoice default below. Changes to the schedule or scope require written agreement. Other engagement models retain their agreed payment terms.

Amounts for work already performed, committed capacity, approved expenses and non-cancellable third-party costs remain payable. The client may not withhold or set off payment except for an undisputed or finally determined claim.

6. Performance, scope changes and outcomes

BRCN Studio performs the agreed commercial work with reasonable professional care. The parties may change markets, capacity, deliverables or priorities only through written agreement. Additional work outside the scope may require a revised fee or separate module.

Forecasts, market assessments and recommendations are professional judgments based on the information available at the time, not warranties of future performance.

7. Team and specialist support

Mandates are BRCN Studio-led and may be supported by selected sector, country, language, research, sales-operations or other specialists. BRCN Studio remains responsible for managing the agreed service unless the written scope identifies a third party as directly contracted by the client.

BRCN Studio may replace a team member with someone of reasonably comparable capability and may use secure service providers for normal business operations. Material subcontracting or specialist costs outside the agreed fee require client approval.

8. Confidentiality and intellectual property

Confidential information

Each party must protect non-public commercial, technical and operational information received from the other and use it only for the engagement. This duty does not cover information that is public without breach, already lawfully known, independently developed or lawfully received from another source. Legally required disclosure is permitted with notice where allowed.

Background methods and client materials

Each party retains ownership of materials, data, brands, methods, templates, know-how and intellectual property it owned or developed independently of the engagement. The client grants BRCN Studio the limited rights needed to use supplied materials for the mandate.

Engagement deliverables

After full payment, the client receives a perpetual, non-exclusive right to use final deliverables internally for its business. BRCN Studio retains its reusable frameworks, methodology, general know-how and non-client-specific components. Any broader assignment, publication right, source-system transfer or Build–Operate–Transfer asset package must be expressly defined in the written scope.

Build–Operate–Transfer

A transfer scope must identify the client-specific account records, CRM exports, playbooks, access rights, documentation and handover support to be delivered, with timing and acceptance criteria. Client-owned materials and data remain the client’s. Transfer of people, third-party licences, contracts or relationships depends on applicable law and any required third-party consent; it is not automatic.

9. Data protection

Each party complies with applicable data-protection law for personal data it controls. Where BRCN Studio processes personal data solely on the client’s documented instructions, the parties will enter into an appropriate data-processing agreement where required.

Website and pre-contract processing is described in the Privacy Policy. The client must ensure that prospect, customer, employee and partner data supplied to BRCN Studio was obtained and may be used lawfully for the agreed purpose.

10. Suspension and termination

Engagement-specific notice periods, minimum terms, cancellation fees and transfer duties are stated in the written scope. Either party may terminate for a material breach that is not remedied within a reasonable written cure period, normally 14 days, unless immediate termination is justified by the seriousness of the breach.

BRCN Studio may suspend work for overdue payment, unlawful instructions, material security risk, abusive conduct or persistent failure to provide essential inputs. On termination, the client pays amounts due for work performed, reserved capacity, approved expenses and unavoidable commitments. Confidentiality, payment, intellectual-property, liability and other provisions intended to survive will continue.

11. Liability and events outside control

Nothing in these terms excludes liability that cannot lawfully be excluded, including liability for intentional misconduct or gross negligence. Subject to mandatory law and unless the written scope states otherwise, BRCN Studio’s aggregate liability arising from a mandate is limited to the fees paid or payable under the affected scope during the six months before the event giving rise to the claim; for a shorter fixed project, the cap is the total project fee.

To the extent permitted by law, BRCN Studio is not liable for indirect or consequential loss, lost profit, lost revenue, lost opportunity, loss of goodwill or loss caused by client decisions, inaccurate client information, third-party platforms, market conditions or customer and partner choices.

Neither party is liable for delay caused by events reasonably outside its control, provided it gives prompt notice and takes reasonable steps to reduce the impact. Payment obligations already due are not excused.

12. Governing law, general terms and contact

These terms and each scope are governed by Estonian law, excluding conflict-of-law rules. Disputes that cannot be resolved in good faith are submitted to the competent courts at the registered seat of BRCN Group OÜ, unless mandatory law requires another forum.

If a provision is invalid or unenforceable, the remaining provisions continue in effect. A failure to enforce a right is not a waiver. Neither party may transfer a mandate without the other’s written consent, except as part of a genuine corporate reorganisation or transfer of substantially all relevant business, subject to the other party’s legitimate interests.

Updates to these website terms apply prospectively. The version accepted with the written scope governs that mandate unless the parties agree otherwise.

Questions may be sent to hello@brcn.studio. BRCN Group OÜ is registered at Tartu mnt 67/1-13b, 10115 Tallinn, Estonia, registry code 17485929.