Terms & Conditions


CoreCentrica LLC – Terms & Conditions of Service

Version 3.2

These Terms and Conditions of Service (“Terms”) apply to all products and services provided by CoreCentrica LLC (hereinafter referred to as “CoreCentrica” or “CC”). By engaging CC’s services, the client (the “Client”) agrees to be bound by these Terms.

Any dispute arising from or relating to these Terms, CC’s services, or any related agreement shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of law principles.


1. Strategic Exclusivity

CoreCentrica is a premium consultancy and full-service agency that delivers integrated marketing solutions rooted in proprietary neuroscience-based frameworks and high-impact strategy. In engaging CC’s services, the Client acknowledges and agrees to the following:


1.1 No Concurrent Strategic Advisory Engagements

During the active term of any project or retainer engagement with CC, the Client shall not retain, engage, or consult any third-party agency, consultant, or firm to provide strategic marketing opinions, guidance, evaluations, or recommendations that overlap with the scope of CC’s work, unless explicitly authorized in writing by CC.


1.2 Intent and Rationale

This exclusivity clause is intended to protect the integrity, consistency, and intended impact of CC’s strategic direction and deliverables. CC’s methodology is comprehensive and interconnected; the introduction of conflicting external opinions risks diluting or undermining the effectiveness of CC’s work and the results delivered.


1.3 Breach and Remedies

In the event that the Client breaches this Section 1 or any other material provision of these Terms or the applicable agreement, CC reserves the right, in its sole discretion, to:

  1. Immediately suspend or terminate the engagement or agreement, in whole or in part, without refund or liability;
  2. Invoice for, and require payment of, all outstanding work and incurred costs up to the effective date of suspension or termination, including, without limitation, strategic hours, intellectual capital, and any committed third-party costs;
  3. Enforce the Client’s payment obligations, including, without limitation, the monthly payment commitment and non-refundability provisions set out in Section 23; and
  4. Pursue any and all additional remedies available under applicable law, including recovery of legal fees, costs, and damages arising from the breach.



1.4 Exceptions

Any exceptions to this Section 1 must be pre-approved in writing by CC’s executive team and documented as an authorized amendment or addendum to the Client’s agreement. No verbal waiver or informal deviation shall be effective unless confirmed in writing by CC.


2. Provisional Acceptance Period

Any and all services executed, and costs incurred, by CC pursuant to the verbal and/or written instruction of the Client—whether or not the associated cost quote has been formally approved—may be charged to the Client at the discretion of CC (including, without limitation, Peter Hedley and/or Sam Pepin acting on behalf of CC).

This includes, in particular, situations where tight timelines are involved and CC has commenced preparatory or substantive work prior to receipt of final signed approval, and the Client subsequently rejects or fails to approve the relevant cost quote. In such circumstances, the Client shall remain liable for all reasonable costs and fees associated with the work performed up to the date of termination or rejection.


3. Project Acceptance

CC will provide the Client with a written estimate or quotation by email in the form of a Cost Quote Contract (or equivalent written proposal). The Client must indicate acceptance of the proposal by:

  • Returning a signed copy of the written estimate; and/or
  • Providing an official purchase order or written confirmation that explicitly authorizes CC to proceed.

Client Terms: For the avoidance of doubt, these Terms shall govern the project and shall override any conflicting customer purchase order terms or third-party service provider terms, unless expressly agreed otherwise in writing by CC.

Revision of Cost: If the initial quote is rejected or materially amended by the Client, CC reserves the right to revise costs and resubmit a revised proposal (e.g., v2 or subsequent versions).


4. Design and Service Charges

Charges for services are set out in the written estimate, quotation, or Cost Quote Contract provided to the Client.

Unless otherwise agreed in writing, for fixed-fee project engagements:

  • A non-refundable deposit of fifty percent (50%) of the total project fee is due before work begins; and
  • The remaining fifty percent (50%) is due upon project completion, prior to publication, release, or transfer of final deliverables.

Retainer Fees: For Clients under a monthly retainer, fees will be subject to the mutually agreed terms outlined in the retainer or services agreement.

Monthly Payment Structures: Where a project or engagement is structured as a series of monthly payments (including, without limitation, three monthly payments), the specific monthly payment commitment and non-refundability terms in Section 23 shall apply and, in such cases, supersede any inconsistent provisions regarding deposits in this Section 4.


5. Source Files and Intellectual Property

CC will provide proofs and final deliverables in formats appropriate to the scope of work. However, underlying proprietary or working design source files (such as INDD, PSD, AI, layered files, and similar production formats) are not included in the standard scope unless specifically agreed in writing and will be subject to an additional charge and/or separate licensing terms.


6. Additional Services and Charges

Any services requested by the Client that are beyond the original agreed scope of work shall constitute additional services and will be:

  • Scoped and priced in a revised quotation or change order; and
  • Billed at one hundred percent (100%) upon acceptance of the revised quotation or change order.

No additional services shall be deemed included unless explicitly specified in an updated written agreement or change order accepted by both parties.


7. Payment Terms

  • All invoices issued by CC are due and payable within fourteen (14) days of the invoice date, unless otherwise agreed in writing.
  • Returned checks or failed payment transactions will incur a fee of US $50 (or local equivalent), which the Client agrees to pay.
  • CC shall not be obligated to publish, release, or transfer any final work, deliverables, or licenses until full payment of the relevant invoices has been received.
  • CC is not obligated to pursue legal action to recover unpaid amounts but expressly reserves the right to do so. Any legal, collection, or enforcement expenses incurred in recovering unpaid debts shall be charged to, and are recoverable from, the Client.

For the avoidance of doubt, additional non-refundability and full-month payment obligations applicable to monthly payment structures are set out in Section 23 and shall be read together with this Section 7.


8. Default

An account shall be considered in default if any invoice remains unpaid for more than thirty (30) days from the invoice date, unless otherwise agreed in writing.

In the event of default:

  • CC reserves the right to suspend or remove client materials (including, without limitation, websites, creative assets, campaigns, or access credentials) from all systems until payment is received in full; and
  • Any legal, accounting, collection, or enforcement costs incurred in recovering outstanding amounts will be charged to the Client and shall be recoverable as a debt.


9. Copyrights and Trademarks

The Client warrants and represents that any and all materials, content, trademarks, logos, images, or intellectual property provided to CC for use in any project:

  • Are properly licensed to the Client, or
  • Are owned by the Client or its licensors with all necessary rights granted for the intended use.

Ownership (CC Materials): Unless otherwise agreed in writing:

  • Any materials, artwork, designs, copy, concepts, templates, code, or images created or designed by CC (collectively, “CC Materials”) remain the property of CC or its licensors; and
  • The Client is granted only the rights expressly set out in the applicable agreement or in these Terms (see Section 12 – Licensing).

Client Indemnity: The Client agrees to indemnify, defend, and hold harmless CC from and against any and all claims, demands, damages, costs, losses, fees, expenses, or liabilities arising from or related to:

  • The unauthorized, unlawful, or infringing use of materials, artwork, trademarks, or content supplied by the Client; or
  • Any claim that such materials violate or infringe the rights of any third party.


10. Indemnity Clause

The Client agrees to indemnify, defend, and hold harmless CC, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against any and all claims, damages, judgments, settlements, costs, fees, expenses, or liabilities (including reasonable attorneys’ fees) arising out of or relating to:

  1. The use or implementation of CC’s services, deliverables, strategies, or recommendations, including, without limitation, any copyright, trademark, or other intellectual property matters; and/or
  2. Any claims related to the project, campaigns, or marketing services provided by CC, except to the extent directly caused by CC’s gross negligence or willful misconduct.


11. Alterations

Any changes or alterations requested by the Client that fall outside the original estimated scope of work will incur additional charges at CC’s then-applicable rates or as agreed in a written variation or change order.

CC shall not be responsible or liable for any third-party amendments or modifications made to the work or deliverables, whether such amendments occur before or after the design or deliverables are published, deployed, or released.


12. Licensing

Unless expressly agreed otherwise in writing:

  • All designs, code, content, and CC Materials provided by CC are licensed to the Client on a limited, non-exclusive, non-transferable, one-time-use basis for the specific project and purpose agreed in writing; and
  • Any reuse, redistribution, resale, sublicensing, or adaptation of CC Materials beyond the agreed scope is strictly prohibited without CC’s prior express written permission and may be subject to additional licensing fees.

For the avoidance of doubt, any proprietary methodologies, frameworks, processes, neuroscience-based models, strategic frameworks, and know-how used by CC in the performance of services shall remain the sole and exclusive intellectual property of CC, and are not assigned to the Client.


13. Data Formats and Client Responsibility

The Client shall provide text, copy, and other materials in standard, commonly used formats, such as .txt , .docx , or formats reasonably requested by CC.

  • CC cannot guarantee the quality or suitability of images, logos, or other assets supplied directly by the Client.
  • Additional tasks or services (including, without limitation, photography, stock imagery, media conversion, data entry, or content editing) may incur additional expenses, which will be notified to the Client and charged accordingly.


14. GDPR and Data Protection

For Clients located within the European Union, the General Data Protection Regulation (“GDPR”) shall apply to the processing of personal data.

  • CC will process personal data in accordance with GDPR and applicable data protection laws, taking appropriate technical and organizational measures to protect such data.
  • Personal data will be used only for the purposes outlined in the project, the applicable agreement, and CC’s Privacy Policy.

A separate Privacy Policy is available on CC’s website and is hereby incorporated by reference. By accepting these Terms, the Client agrees to CC’s data protection and privacy practices as described therein.


15. Timeline and Delivery Protection

Unless expressly agreed in writing as part of the agreement:

  • Any project timelines, milestones, or delivery dates communicated by CC are estimates only and are provided for guidance;
  • Such estimates shall not form part of a legally binding obligation or “time is of the essence” provision, unless expressly stated as such in the signed agreement.

CC shall not be liable for any loss, damage, or consequential loss arising from:

  • Project delays;
  • Dependencies on third-party suppliers, platforms, or partners; or
  • External factors beyond CC’s reasonable control.


15A. Client Responsibilities, Cooperation, and Impact of Delays

The Client agrees to provide CC with timely access to information, feedback, approvals, materials, credentials, and personnel reasonably required for CC to perform the services.

If the Client fails to provide such access or causes any delay in providing required materials, approvals, or instructions:

  1. CC shall not be liable for any resulting delays, missed deadlines, or impacts to deliverables;
  2. All payment obligations (including monthly fees under Section 23) shall continue in full and shall not be suspended, postponed, or reduced;
  3. CC may revise project timelines or require additional fees for rescheduling, idle time, or reallocation of resources; and
  4. Any estimated delivery dates previously provided shall automatically be extended to account for such delays.

The Client acknowledges that timely cooperation is essential for the performance of CC’s services and that Client-caused delays may materially affect CC’s ability to meet agreed timelines.


16. Rights of Refusal

CC reserves the right, in its sole discretion, to refuse to include, publish, or work with any material, content, or project that it deems:

  • Immoral, offensive, defamatory, discriminatory, or inappropriate; and/or
  • Illegal or in violation of applicable law or third-party rights.

If such material is inadvertently included, CC may remove or suspend it without penalty and shall not be responsible for any resulting loss or damage suffered by the Client.


17. Cancellation

The Client may cancel an order, project, or engagement by:

  1. Providing notice by email or phone in the first instance; and
  2. Following up with formal written notification (email or signed letter) confirming the cancellation.

Upon cancellation by the Client:

  • The Client will be billed for all work completed up to the effective date of cancellation, including any non-recoverable third-party costs incurred by CC;
  • For Clients on a monthly retainer, a minimum of fourteen (14) days’ notice prior to the next billing cycle is required to terminate the retainer agreement. If sufficient notice is not provided, the next monthly retainer fee will remain payable.

For the avoidance of doubt, the monthly payment commitment and non-refundability provisions in Section 23 shall continue to apply in the event of cancellation, suspension, or early termination of the engagement.


18. Disclaimer of Liability

Except as expressly stated in a written agreement signed by CC:

  • CC makes no express or implied warranties of any kind regarding the services, strategies, campaigns, or deliverables provided, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

To the maximum extent permitted by law:

  • CC’s total aggregate liability for any and all claims arising out of or relating to its services or these Terms shall be limited to the total amount actually paid by the Client to CC for the specific services giving rise to the claim; and
  • CC shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of profit, loss of revenue, loss of data, or business interruption, whether arising in contract, tort, or otherwise.

CC shall not be responsible for delays, failures, or non-delivery of services caused by subcontractors, third-party platforms, or external factors beyond CC’s reasonable control.


18A. No Guarantee of Results

Marketing, branding, strategic, and creative services inherently involve variables beyond CC’s control. Accordingly, CC makes no guarantees regarding:

  • Specific financial performance;
  • Sales results;
  • Lead generation volume or quality;
  • Market outcomes;
  • Audience growth;
  • Third-party platform performance; or
  • Return on investment.

The Client acknowledges that results vary based on numerous external factors and agrees that no statements made by CC constitute a guarantee, warranty, or representation of specific outcomes.


19. Rights of Access for Website Construction

Where CC is engaged to design, develop, improve, or support a website, application, or digital system, the Client agrees to grant CC all necessary:

  • Usernames, passwords, and access credentials; and
  • Read/write permissions and administrative access reasonably required for CC to perform the services.

If access is restricted, revoked, or delayed by the Client or a third party under the Client’s control, CC reserves the right to suspend services and/or adjust timelines and costs accordingly.


20. Inherited Website Condition Clause

For projects involving an existing or inherited website or digital system:

  • CC’s cost estimates are based on the assumption that the underlying site or system has been built to a solid, well-structured, and workable standard.
  • Hidden issues, legacy code problems, security vulnerabilities, or architectural deficiencies are often revealed only once CC begins working “under the hood.”

Accordingly:

  • CC cannot and does not guarantee that the existing website or system will meet these expectations; and
  • If hidden complexities or deficiencies are discovered, CC will assess them with a focus on long-term viability and will advise the Client on any necessary adjustments to scope, timelines, or costs required to achieve the best outcome.


21. Domain Registration

Where CC assists with domain name search, selection, or registration:

  • CC does not guarantee the availability of any particular domain name; and
  • Any registration undertaken by CC on behalf of the Client is done on a best-efforts basis only.

Ownership and ongoing renewal of domain names remain the responsibility of the Client, unless otherwise agreed in writing.


22. General Terms

These Terms supersede any prior written or verbal terms or understandings between the parties with respect to the subject matter hereof.

CC reserves the right to amend, update, or modify these Terms and/or its rates at any time. Any such amendments will apply to new engagements and, where reasonable, to renewals or extensions of existing engagements.

The placement of an order, the acceptance of a Cost Quote Contract, or the instruction for CC to proceed with work constitutes acceptance of these Terms & Conditions.


23. Monthly Payment Commitment & Non-Refundability

This Section 23 applies specifically to engagements structured as monthly payment arrangements, including (without limitation) three-month programs, phased projects, or monthly service packages, whether or not labelled as retainers.


23.1 Scope of Monthly Payment Arrangements

Where the parties agree that fees will be paid in monthly installments (for example, three equal monthly payments instead of a single project fee or deposit), each monthly payment:

  • Represents a committed block of strategic, creative, and operational capacity reserved for the Client; and
  • Is priced on the basis that CC will allocate resources, schedule personnel, and commit to work in reliance on that monthly commitment.


23.2 First Month Non-Refundable

Upon signing the agreement and/or authorizing CC to proceed under a monthly payment structure:

  • The first month’s payment is strictly non-refundable, under all circumstances, as CC immediately commits time, resources, planning, and capacity from the outset of the engagement.


23.3 Second and Subsequent Months – Work Commencement Rule

If CC has commenced any work that falls within the scope of a subsequent month (including, without limitation, strategy, planning, creative development, build, implementation, or delivery activities allocable to that month), then:

  • The full monthly fee for that month shall be immediately due and payable; and
  • That monthly fee shall be non-refundable, notwithstanding any cancellation, suspension, or early termination by the Client.

For clarity:

  • CC does not apportion or pro-rate monthly fees on an hourly or partial basis once work for that month has commenced.


23.4 No Partial Monthly Payments

CC will not accept or agree to any partial payment of a monthly fee in respect of a month in which work has commenced.

  • Where work for a given month has started, the Client shall be liable for the entire monthly fee for that month, and no partial refunds or discounts shall be provided except where expressly agreed in writing by CC.


23.5 Interaction with Cancellation and Breach

The provisions of this Section 23 shall:

  • Apply notwithstanding any cancellation under Section 17 or any suspension, pause, or early termination requested by the Client; and
  • Be enforceable in addition to CC’s rights and remedies set out in Section 1.3 (Breach and Remedies) and any other applicable section of these Terms or the main services agreement.


23A. Force Majeure

CC shall not be liable for any failure or delay in performing its obligations under these Terms or any related agreement where such failure or delay results from events beyond CC’s reasonable control, including but not limited to:

  • Natural disasters;
  • Pandemics or public health emergencies;
  • War, terrorism, sanctions, or civil unrest;
  • Cyberattacks, outages, or system failures;
  • Government restrictions;
  • Utility failures or internet disruptions; or
  • Acts or omissions of third-party service providers.

In such events, CC’s obligations shall be suspended for the duration of the event, and timelines shall be extended accordingly. Payments already made shall remain due and non-refundable.


24. Non-Solicitation of Personnel

During the term of the engagement and for a period of twelve (12) months thereafter, the Client shall not, directly or indirectly:

  • Employ,
  • Engage,
  • Attempt to hire,
  • Solicit, or
  • Induce to leave

any employee, contractor, subcontractor, consultant, or agent of CC who was involved in the project.

If the Client breaches this clause, the Client agrees to pay CC a fee equal to fifty percent (50%) of the individual’s annualized compensation or contract value, as a reasonable estimate of CC’s recruitment, training, and operational losses.


25. Dispute Resolution

Before initiating any legal proceedings, the parties agree to attempt to resolve any dispute, controversy, or claim arising out of or relating to these Terms or the services through good-faith negotiation.

If the dispute is not resolved within thirty (30) days, the parties agree to participate in mediation administered by a mutually agreed mediator in Delaware.

If mediation is unsuccessful, the dispute shall be resolved by binding arbitration under the rules of the American Arbitration Association (AAA). The arbitration shall:

  • Take place in Delaware;
  • Be conducted in English;
  • Be confidential; and
  • Result in a decision that is final and binding on both parties.

Nothing in this Section prevents either party from seeking emergency injunctive or equitable relief in a court of competent jurisdiction.


26. Entire Agreement and Hierarchy

These Terms, together with any signed Cost Quote Contract, Statement of Work (SOW), or Services Agreement, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous proposals, negotiations, communications, understandings, or agreements (whether written or verbal).

In the event of any conflict among documents, the following hierarchy shall apply:

  1. A fully executed Master Services Agreement or Retainer Agreement (if applicable);
  2. A signed Statement of Work or Cost Quote Contract;
  3. These Terms & Conditions.

No amendment, modification, waiver, or variation shall be valid unless it is in writing and signed by both parties.