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 contract documents conflict, the following order applies unless expressly agreed otherwise:

1. the accepted written scope, proposal, statement of work or order form;
2. any applicable data-processing agreement within its subject matter;
3. these Terms of Service;
4. general descriptions on the BRCN Studio website.

Mandatory legal and data-protection requirements remain unaffected.

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

2. Services and scope

BRCN Studio provides European commercial operations for international industrial and technical B2B companies. Depending on the accepted mandate, BRCN Studio may take defined responsibility for market decisions, target-account development, buyer qualification, partner operations, opportunity progression, commercial coordination, management visibility or ongoing European commercial execution.

Entry and decision scopes

Commercial Readiness & Route Decision, European Market Activation and Commercial Recovery & Partner Reset are defined project scopes. The accepted written scope specifies the objective, included work, exclusions, timeline, client inputs and commercial fee.

Operating models

European Business Development Office and European Commercial Lead provide ongoing commercial execution or leadership. The written scope specifies markets, responsibilities, capacity, governance, reporting, fees, minimum term and any transition obligations.

Build–Operate–Transfer

Build–Operate–Transfer is a phased operating model in which agreed European commercial capability is built, operated and, where applicable, transferred under separately defined phase conditions. Build, Operate and Transfer responsibilities, assets, acceptance conditions, fees and dependencies must be stated in the written scope.

Scope limitations

Supporting work such as partner operations, CRM governance, trade-fair follow-up, research, local-language support or specialist coordination is included only where agreed.

An operating mandate does not imply a full-time employee, unlimited capacity, unlimited markets or accounts, or authority to bind the client.

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

3. How a mandate starts

Contract and supporting documentation

The written scope records the commercial objective, responsibilities, markets, personnel or capacity, client inputs, fees, payment schedule, decision rights, reporting cadence and any transition or handover obligations.

A confidentiality agreement and, where required, a data-processing agreement are agreed before the relevant confidential information or personal-data processing is entrusted to BRCN Studio.

Insurance

Insurance requirements are reviewed before signature where relevant. Any statement of insurance 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 specific cover must be expressly agreed in the written scope.

Appointment process

1. A Commercial Fit Review may be used to identify the commercial situation and whether there is mutual fit.
2. BRCN Studio proposes the mandate, responsibility, scope, capacity, timing, governance, assumptions, dependencies and fee in writing.
3. The client identifies its authorised decision-maker and accepts the written scope.
4. Any required onboarding information, agreements and advance payment are completed.
5. Work begins on the agreed start date once the applicable start conditions have been satisfied.

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

4. Commercial responsibility and client authority

BRCN Studio may take substantial responsibility for an agreed European commercial process. Commercial ownership does not transfer the client’s underlying product, legal or corporate authority unless a separate lawful authority is expressly established in writing.

The exact division of responsibility depends on the accepted written scope. No responsibility is automatically included merely because it appears on the BRCN Studio website.

Client inputs

The client must provide accurate product, pricing, availability, reference, compliance and technical information and timely access to management, product experts and authorised decision-makers.

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.

BRCN Studio does not replace engineering. Where technical expertise is required, BRCN Studio coordinates the commercial thread and brings the appropriate client experts into commercially relevant situations.

5. Fees, taxes and payment

The accepted written scope states the binding fee and payment schedule for each engagement. Unless that scope expressly agrees otherwise, the following payment structure applies.

The current full Build–Operate–Transfer model starts from €475,000 where it includes Build from €75,000, at least 12 months of Operate from €25,000 per month and Transfer from €100,000. Actual scope, staffing, capacity and transfer requirements may increase the fee.

Advance payment and reserved capacity

Where an advance payment is required, BRCN Studio is not required to begin work, reserve delivery capacity or commence a new paid period until the applicable payment has been received.

A scheduled start date may move if the required advance payment, onboarding information or client approvals are not received in time.

Invoices

Invoices are payable within 14 calendar days unless the written scope specifies another payment term or an earlier milestone.

Where payment is required before a scheduled start date or new service period, the payment milestone prevails over the general 14-day invoice term.

VAT

Fees exclude VAT. VAT or reverse-charge treatment is applied as required by applicable tax rules and valid customer information.

Expenses and external costs

Travel, events, paid databases, specialist tools, translation, external specialists and other third-party costs require prior agreement unless expressly included in the written scope.

Late payment

BRCN Studio may charge applicable statutory commercial late-payment interest and reasonable recovery costs and may suspend work while overdue amounts remain unpaid.

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

6. Performance, scope changes and commercial outcomes

BRCN Studio performs the agreed commercial work with reasonable professional care and in accordance with the accepted written scope.

Markets, accounts, capacity, deliverables, priorities or other material elements of the mandate may be changed only through written agreement. Additional work outside the accepted scope may require a revised fee, additional capacity or a separate module.

Responsibility for commercial execution is different from control over the buyer. Buyers, partners and other third parties make their own decisions.

A mandate may therefore result in a recommendation to continue, adjust, pause, restructure or stop commercial investment where the available evidence supports that decision.

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

7. Team, specialists and third parties

Mandates are BRCN Studio-led and may be supported by selected sector, country, language, research, sales-operations, technical or other specialists where appropriate to the agreed scope.

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 appropriate service providers for normal business operations.

Material specialist costs or subcontracting outside the agreed fee require client approval.

Specialist boundaries

Unless expressly and lawfully agreed otherwise, a standard BRCN commercial mandate does not provide legal, tax or accounting advice; certification or conformity assessment; employment, payroll or employer-of-record services; regulated financial services; or fundraising and investor-placement services.

A standard commercial mandate also does not appoint BRCN Studio as importer, distributor of record, authorised representative, EU Responsible Person or another formal regulatory role.

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 obligation does not apply to information that becomes public without breach, was already lawfully known, is independently developed or is lawfully received from another source.

Legally required disclosure is permitted, with prior notice where legally 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 required to use supplied materials, systems and information for the mandate.

Engagement deliverables

After full payment, the client receives a perpetual, non-exclusive right to use final engagement deliverables internally for its business unless the written scope grants broader rights.

BRCN Studio retains its reusable frameworks, methodology, general know-how, templates 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, operating materials and handover support to be delivered, together with timing and acceptance criteria.

Client-owned materials and data remain the client’s. Transfer of people, third-party licences, contracts, systems or commercial relationships depends on applicable law, contractual rights and any required third-party consent and 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, partner and other personal data supplied to BRCN Studio was obtained lawfully and may lawfully be used for the agreed purpose.

10. Suspension, minimum terms and termination

Engagement-specific minimum terms, notice periods, cancellation rights, cancellation fees and transfer duties are stated in the accepted written scope.

Minimum-term operating mandates

Where an operating or leadership mandate has an agreed minimum term, that minimum term represents the parties’ commercial commitment for the capacity reserved for that period, subject to any express termination rights stated in the written scope and applicable law.

Material breach

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.

Suspension

BRCN Studio may suspend work for overdue payment, unlawful instructions, material security risk, abusive conduct or persistent failure to provide essential client inputs, approvals or access.

Suspension caused by the client does not automatically extend the agreed capacity commitment or remove payment obligations for capacity already reserved.

Amounts due on termination

On termination, the client must pay amounts properly due for work performed, reserved capacity, approved expenses, non-cancellable third-party commitments and any other amounts expressly due under the accepted written scope.

Confidentiality, payment, intellectual-property, liability and other provisions intended by their nature to survive termination continue after the engagement ends.

11. Liability and events outside control

Nothing in these terms excludes or limits liability to the extent such liability cannot lawfully be excluded or limited, including liability for intentional misconduct or gross negligence where applicable.

Subject to mandatory law and unless the accepted 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 liability 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, regulatory decisions or customer and partner choices.

Events outside reasonable control

Neither party is liable for delay caused by events reasonably outside its control, provided it gives reasonably prompt notice and takes reasonable steps to reduce the impact.

Payment obligations already due are not excused by such events.

12. Governing law, general terms and contact

These terms and each accepted written 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. Failure to enforce a right does not constitute a waiver of that right.

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 incorporated into the accepted written scope governs that mandate unless the parties subsequently agree otherwise in writing.

Contact

Questions concerning these terms may be sent to hello@brcn.studio .

BRCN Group OÜ
Trading as BRCN Studio
Tartu mnt 67/1-13b
10115 Tallinn
Estonia
Registry code: 17485929