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Terms and Conditions

Last Updated: 10/10/2025

These Terms and Conditions (the "Agreement") constitute a legally binding agreement between The Next Layer (the "Agency"), a project by Ourfires LTD (the "Company" or "we"), a company registered in the United Kingdom, and you (the "Client"), whether personally or on behalf of an entity. By subscribing to our services, accessing our Website, or making payment, you agree to be bound by these Terms. Failure to agree and adhere to all terms, conditions and obligations contained herein results in the express prohibition of your use of the Website and Services, and you are ordered to discontinue use immediately.

1. Definitions

For purposes of these Terms, the following definitions apply:

"Agency Tools" All design tools, templates, frameworks, methodologies, processes, and systems developed and/or utilized by Agency in performing the Services, including without limitation pre-existing and newly developed software, templates, design systems, workflow processes, and proprietary methodologies. These tools are used as starting points for Client projects but remain the exclusive property of Agency.

"Preliminary Works" All creative content—such as concepts, sketches, drafts, visual presentations, or other alternate or preliminary designs—developed by Agency during the subscription period. These materials may or may not be shown or delivered to Client for consideration.

"Working Files" All underlying digital files, templates, and work product Agency uses to create Preliminary Works or Final Deliverables, including but not limited to layered design files, source templates, raw footage, or other editable source files that are not the final output format.

"Final Deliverables" The final, completed work product (e.g., finalized design files, branding assets, marketing materials, exported files in agreed-upon formats) provided by Agency to Client and accepted by Client as complete during the subscription period.

"Client Materials" All text, images, fonts, brand assets, or other content provided by Client for inclusion in the Deliverables.

"Services" All creative services provided by Agency on a subscription basis, including but not limited to branding, product design, marketing materials, and related deliverables.

"Website" The Agency's website located at https://www.thenextlayer.co/ and any related client portal, dashboard, or online platform provided for accessing Services.

2. Scope of Services

2.1 Subscription-Based Services

Agency provides branding, product design, and marketing design services on a monthly subscription basis. The specific subscription plan, scope of work, and deliverables will be determined by the plan selected by Client.

2.2 Service Delivery

Services are provided on a time-available basis within the subscription period. Client may request new projects, revisions, or modifications to ongoing work as needed, subject to the time allocated within their subscription plan. The number of active requests and turnaround times will vary based on the selected subscription tier.

2.3 Timeline and Prioritization

Agency will work with Client to prioritize requests and establish reasonable timelines for deliverables. Timelines may be adjusted based on complexity, Client feedback delays, or scope modifications.

3. Acceptance of Terms

3.1 Binding Agreement

By subscribing to Services, making payment, or accessing the Website, you acknowledge that you have read, understood, and agree to be bound by these Terms. Your payment or use of Services constitutes acceptance of this Agreement.

3.2 Modifications to Terms

Agency reserves the right to update or modify these Terms at any time.

Notice of Changes:

  • All updates will be posted on our Website with the date of the latest revision
  • Material changes (including changes to pricing, refund policies, intellectual property rights, or liability provisions) will be communicated to active subscribers via email at least thirty (30) days before taking effect
  • Non-material changes (such as clarifications, formatting, or administrative updates) will be posted on the Website and take effect immediately

Acceptance of Changes:

  • For active subscribers: Continued subscription or use of Services after the effective date of changes constitutes acceptance of the modified Terms
  • Clients who do not agree to material changes may cancel their subscription in accordance with Section 6.6 (Cancellation by Client) before the changes take effect, without penalty or obligation for future billing cycles
  • Cancellation due to disagreement with material changes must be submitted in writing within thirty (30) days of notification

Right to Object: If you object to any changes to these Terms, your sole remedy is to cancel your subscription before the changes take effect. Continued use of Services after the effective date constitutes binding acceptance of the modified Terms.

4. User Representations

By using the Website and Services, Client represents and warrants that:

  • Client has the legal capacity and agrees to comply with these Terms of Use
  • Client is not a minor in the jurisdiction of their domicile
  • Client will not access the Website through automated or non-human means
  • Client will not use the Website or Services for any illegal or unauthorized purpose
  • Client's use of the Website and Services will not violate any applicable law or regulation
  • Client has the authority to enter into this Agreement on behalf of any entity they represent

5. Prohibited Activities

Client shall not access or use the Website or Services for any purpose other than that for which they are made available. Client agrees to refrain from the following:

  • Making any unauthorized use of the Website or Services
  • Retrieving data or content for purposes of creating or compiling a database or directory without authorization
  • Circumventing, disabling, or interfering with security-related features of the Website
  • Engaging in unauthorized framing or linking of the Website
  • Attempting to impersonate Agency or its representatives
  • Interfering with, disrupting, or creating undue burden on the Website or Agency's networks or servers
  • Using the Website or Services to compete with Agency or for any commercial purpose unrelated to the engagement
  • Reverse engineering, decompiling, or disassembling any software or technology used by Agency
  • Uploading or transmitting viruses, malware, or any harmful code
  • Harassing, threatening, or disparaging Agency, its employees, contractors, or other clients
  • Using the Website or Services in any manner inconsistent with applicable laws or regulations

6. Subscription Terms

6.1 Billing and Payment

  • Subscription fees are billed monthly in advance on the first day of each billing cycle
  • Services commence only after receipt of payment for the first billing cycle
  • Client authorizes recurring automatic charges to their payment method on file
  • Client is responsible for maintaining valid and current payment information
  • All fees are stated in the currency specified at the time of subscription and are non-refundable except as expressly provided in Section 7

6.2 Auto-Renewal

Subscriptions automatically renew on a monthly basis until cancelled by Client or terminated by Agency in accordance with these Terms.

6.3 Failed Payments

If payment fails for any reason:

  • Agency will attempt to process payment up to three (3) times over seven (7) days
  • If payment cannot be processed, subscription will be suspended immediately
  • No work will be performed during suspension periods
  • Agency reserves the right to terminate subscription after fourteen (14) days of non-payment
  • Client remains liable for any unpaid fees

6.4 Late Payments

Any fees remaining unpaid after fourteen (14) days shall accrue interest at a rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower.

6.5 Plan Changes

  • Client may upgrade or downgrade their subscription plan at any time by providing notice to Agency
  • Plan changes take effect at the start of the next billing cycle
  • Upgrades may be prorated at Agency's discretion
  • No refunds or credits are provided for plan downgrades

6.6 Cancellation by Client

  • Client may cancel their subscription at any time by providing notice before the next billing cycle
  • Cancellation takes effect at the end of the current paid billing period
  • No refunds are provided for partial months or unused time within a billing cycle
  • Upon cancellation, Client retains ownership of all completed and delivered Final Deliverables from the active subscription period
  • Work that is in-progress but not finalized at the time of cancellation remains property of Agency and will not be delivered unless Client reactivates their subscription or negotiates a separate completion agreement

6.7 Subscription Pause

  • Client may pause their subscription for up to three (3) months per calendar year
  • Pause requests must be submitted at least seven (7) days before the next billing cycle
  • During pause periods, no work is performed and no subscription fees are charged
  • Projects in progress at the time of pause will be preserved and may be resumed upon reactivation
  • Paused subscriptions do not extend the calendar year limit; unused pause time does not carry over

6.8 Termination by Agency

Agency reserves the right to suspend or terminate Client's subscription immediately if:

  • Client breaches any material term of this Agreement
  • Client engages in prohibited activities as outlined in Section 5
  • Client's account remains unpaid for fourteen (14) days or more
  • Client's conduct is abusive, threatening, or otherwise inappropriate toward Agency personnel

7. Refunds & Satisfaction Guarantee

7.1 First Month Refund Policy

If, during the first thirty (30) days of your initial subscription, you are not satisfied with the Services:

  • You may request a full refund of fees paid for that first month
  • However, you immediately and permanently lose all rights to use any Deliverables (including Preliminary Works and Final Deliverables) created during that period
  • You must cease all use of materials, designs, or assets produced by Agency
  • Processing fees (including Stripe or payment processor fees) are non-refundable

7.2 Refunds After First Month

After the initial thirty (30) day period:

  • Refund requests are assessed on a case-by-case basis at Agency's sole discretion
  • Agency reserves the right to deny refund requests without notice or liability to Client
  • If a refund is approved, a twenty-five percent (25%) administrative fee will be deducted from the refundable amount
  • Processing fees (including Stripe or payment processor fees) are non-refundable
  • Client loses all rights to use any materials created during the refunded period

7.3 No Use of Assets Post-Refund

If a refund is issued for any period, Client must immediately:

  • Cease all use of any materials, designs, concepts, or assets produced by Agency during the refunded period
  • Remove any such materials from all websites, marketing materials, and other media
  • Confirm in writing compliance with this requirement upon Agency's request

Failure to comply with this provision constitutes a material breach and Agency reserves the right to take appropriate legal action.

8. Intellectual Property

8.1 Ownership of Final Deliverables

Upon full payment of all fees due for the relevant billing period, Agency grants Client full ownership and copyright of all Final Deliverables completed and delivered during that billing period. Client may use, modify, reproduce, and distribute the Final Deliverables without restriction.

8.2 Retention of Agency Property

Notwithstanding Section 8.1, the following remain the exclusive property of Agency:

  • Agency Tools: All templates, frameworks, methodologies, processes, design systems, and proprietary tools
  • Working Files: Source files, templates, and editable files used to create deliverables (unless specifically included as Final Deliverables)
  • Preliminary Works: Concepts, drafts, or alternate designs not approved as Final Deliverables

Nothing in these Terms grants Client any rights to Agency Tools, Working Files, or Preliminary Works except to the extent Final Deliverables may embody or incorporate elements created using such tools.

8.3 Portfolio and Marketing Rights

Agency retains the perpetual, worldwide right to:

  • Display, publish, and promote Final Deliverables for self-promotion, marketing, and portfolio purposes
  • Reference Client's name, logo, and project description in case studies, website, and marketing materials
  • Share work on social media, website, and other digital channels

Agency will not disclose Client's confidential or proprietary business information in connection with portfolio use.

8.4 Client Materials Warranty

Client warrants and represents that:

  • Client owns or has obtained all necessary rights and licenses to all Client Materials provided to Agency
  • Use of Client Materials by Agency in performing Services does not and will not infringe upon any third-party intellectual property rights, rights of publicity, or other proprietary rights
  • Client will indemnify Agency for any claims arising from Client Materials as set forth in Section 11

9. Third-Party Assets and Licensing

9.1 Third-Party Fonts and Assets

Agency may incorporate third-party assets (fonts, images, illustrations, stock photography, icons, or other content) into Deliverables that may require commercial licensing for Client's use.

9.2 Client's Licensing Responsibility

Where third-party assets requiring separate licensing are incorporated into Deliverables:

  • Agency will inform Client in writing which specific assets require licensing
  • Agency will provide information sufficient for Client to identify required licenses and how to obtain them
  • Client assumes full responsibility for obtaining and maintaining all necessary licenses for third-party assets
  • Client's use of Deliverables containing unlicensed third-party assets is at Client's sole risk

9.3 Agency's Use of Licensed Assets

Where possible, Agency will use assets for which it holds appropriate commercial licenses or free/open-source alternatives. However, any licenses held by Agency are not automatically transferable to Client unless explicitly stated in writing.

9.4 Indemnification

Client agrees to indemnify and hold Agency harmless from any claims, damages, or expenses arising from Client's unauthorized use of third-party assets, failure to obtain required licenses, or use of assets beyond the scope of obtained licenses.

10. Confidentiality

10.1 Mutual Confidentiality

Both parties agree to treat all confidential or proprietary information (including but not limited to business strategies, financial information, client lists, Preliminary Works, processes, and trade secrets) shared by the other party with strict confidentiality.

10.2 Exclusions

Confidential Information does not include information that:

  • Is or becomes publicly known through no breach of this Agreement
  • Is lawfully received from a third party without obligation of confidentiality
  • Is independently developed without use of the other party's confidential information
  • Is required to be disclosed by law or court order (with prior notice to the disclosing party where possible)

10.3 Duration

Confidentiality obligations shall remain in effect during the term of this Agreement and for three (3) years following termination or expiration, except for trade secrets which shall remain confidential indefinitely.

11. Liability & Indemnification

11.1 Client Indemnification

Client agrees to defend, indemnify, and hold Agency harmless from and against any and all damages, liabilities, costs, claims, expenses (including reasonable attorneys' fees), made by any third party arising out of or related to:

  • Client's breach of any warranties or representations hereunder
  • Client's use of unlicensed or infringing Client Materials
  • Unauthorized or unlawful use of any Deliverables by Client
  • Client's violation of any third-party rights, including intellectual property rights, rights of publicity, or privacy rights
  • Client's use of the Website or Services in violation of these Terms
  • Client's failure to obtain required licenses for third-party assets

11.2 Agency Indemnification

Subject to the limitations in Section 11.3, Agency agrees to indemnify and hold Client harmless from damages, liabilities, costs, and expenses arising from a third-party claim that Final Deliverables created solely by Agency infringe upon a third party's intellectual property rights, except where such claims result from:

  • Modification or misuse of Deliverables by Client
  • Incorporation of Client Materials that infringe third-party rights
  • Use of Deliverables in combination with materials not provided by Agency
  • Failure by Client to obtain required licenses for third-party assets as disclosed by Agency

11.3 Liability Cap

To the fullest extent permitted by law, Agency's total liability for any and all claims, whether in contract, tort, negligence, or otherwise, arising out of or related to these Terms or the Services, is strictly limited to the total subscription fees actually received by Agency from Client during the three (3) month period immediately preceding the claim.

11.4 Exclusion of Consequential Damages

Agency shall not be liable for any indirect, incidental, special, consequential, or punitive damages (including but not limited to lost profits, lost revenue, lost data, business interruption, or loss of business opportunity) arising out of or related to these Terms or the Services, even if Agency has been advised of the possibility of such damages.

11.5 Defense of Claims

Notwithstanding the foregoing, Agency reserves the right, at Client's expense, to assume exclusive control and defense of any matter for which Client is required to indemnify Agency. Client agrees to cooperate fully with Agency's defense of such claims.

12. Disclaimers

12.1 "As-Is" Services

THE WEBSITE AND SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. CLIENT AGREES THAT USE OF THE WEBSITE AND SERVICES IS AT CLIENT'S SOLE RISK.

12.2 No Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, AGENCY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

  • IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
  • WARRANTIES REGARDING ACCURACY, COMPLETENESS, OR RELIABILITY OF CONTENT
  • WARRANTIES THAT THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE
  • WARRANTIES THAT DEFECTS WILL BE CORRECTED
  • WARRANTIES REGARDING THE RESULTS OR OUTCOMES OF USING THE SERVICES

12.3 Third-Party Content

Agency makes no warranties or representations about any third-party content, websites, products, or services linked to or referenced in connection with the Website or Services. Agency assumes no liability for any third-party content or services.

12.4 No Guarantee of Results

Agency does not warrant or guarantee any specific results, outcomes, business performance, revenue, or other metrics from use of the Deliverables or Services.

13. User Data and Responsibility

13.1 Client Responsibility for Data

Client is solely responsible for:

  • All data, content, and materials transmitted to or through the Website
  • The accuracy, quality, and legality of Client Materials and data
  • The means by which Client acquired Client Materials and data
  • Maintaining backups of all Client data and materials

13.2 No Liability for Data Loss

Agency shall have no liability to Client for any loss, corruption, destruction, damage, or unauthorized access to any Client data or materials. Client hereby waives any right of action against Agency arising from any such loss or corruption of data.

13.3 Data Retention

Agency is not obligated to retain, store, or provide access to Client data, materials, or work product beyond the active subscription period, except as required by law or as specifically agreed in writing.

14. Non-Solicitation

14.1 Non-Solicitation of Personnel

Client agrees that during the term of this Agreement and for twelve (12) months thereafter, Client will not, directly or indirectly:

  • Solicit, recruit, hire, or engage any employee, contractor, or service provider of Agency
  • Encourage any such person to leave their engagement with Agency
  • Assist any third party in doing the same

This restriction applies without Agency's prior written consent.

14.2 Liquidated Damages

Should Client breach this non-solicitation provision, the parties agree that Agency's actual damages would be difficult to calculate. Therefore, Client shall pay Agency liquidated damages equal to:

  • Twenty-five percent (25%) of the individual's first-year annual salary or total compensation (if hired as an employee), or
  • Twenty-five percent (25%) of all fees paid to such individual during the first twelve (12) months (if engaged as an independent contractor or consultant)

This provision constitutes liquidated damages, not a penalty, and does not limit Agency's right to seek additional equitable relief.

15. Dispute Resolution

15.1 Good Faith Negotiations

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties agree to first attempt to resolve the matter through good faith negotiations.

15.2 Mediation

If negotiations do not resolve the dispute within thirty (30) days, the parties agree to attempt to resolve the dispute through mediation administered by a mutually agreed-upon mediator or mediation service in the United Kingdom.

15.3 Arbitration

If mediation fails to resolve the dispute within sixty (60) days of initiation, the parties agree to submit the dispute to binding arbitration under the rules of a mutually agreed-upon arbitration body in the United Kingdom. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

15.4 Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles. Any arbitration or court proceedings (where arbitration is not applicable) shall be held in London, United Kingdom.

15.5 Costs and Fees

Each party shall bear its own costs and attorneys' fees in any dispute resolution proceeding, unless otherwise awarded by an arbitrator or court.

16. Website Management

16.1 Monitoring and Enforcement

Agency reserves the right, but not the obligation, to:

  • Monitor the Website for violations of these Terms
  • Take appropriate legal action in response to violations, including reporting to law enforcement
  • Remove or disable access to content that violates these Terms or applicable law
  • Terminate or suspend Client's access to the Website or Services for any or no reason

16.2 Discretionary Actions

All decisions regarding management, monitoring, and enforcement related to the Website and Services are at Agency's sole discretion and are designed to protect Agency's rights, property, and the safety of Agency and others.

17. Electronic Communications and Signatures

Client consents to receive electronic communications from Agency, including but not limited to:

  • Agreements, notices, disclosures, and other communications via email
  • Updates, invoices, and service-related communications through the Website or client portal
  • Changes to these Terms or other policies

Client agrees that all such electronic communications satisfy any legal requirement that communications be in writing.

17.2 Electronic Signatures and Records

Client agrees to the use of electronic signatures, contracts, orders, invoices, and other records, and to electronic delivery of notices, policies, and transaction records initiated or completed by Agency or through the Website.

Client waives any rights or requirements under any statutes, regulations, or laws requiring:

  • Original signatures or delivery or retention of non-electronic records
  • Payments or granting of credits by any means other than electronic means

18. Privacy Policy

18.1 Data Collection and Use

Agency collects and processes personal information (including name, email, company details, payment information, and project-related data) to:

  • Provide Services and communicate about projects
  • Process payments and issue invoices
  • Improve Services and user experience
  • Comply with legal obligations

18.2 Privacy Policy Incorporation

By engaging Agency's Services, Client agrees to the terms outlined in Agency's Privacy Policy, which is incorporated herein by reference and governs the collection, use, and protection of personal data.

18.3 Data Location and Transfer

The Website is hosted in the United States and delivered via a global content delivery network (CDN) with servers located in multiple countries worldwide. Client's use of the Website and Services constitutes consent to the transfer and processing of data in accordance with applicable data protection laws.

18.4 Children's Privacy

Agency does not knowingly collect or solicit information from individuals under the age of 18. If Agency becomes aware that personal information has been collected from a minor without parental consent, Agency will delete that information as soon as reasonably practical.

19. Force Majeure

Neither party shall be liable for delays, failure to perform, or inability to perform any obligation under this Agreement due to events beyond their reasonable control, including but not limited to:

  • Natural disasters (earthquakes, floods, storms, pandemics)
  • Acts of government, war, terrorism, civil unrest
  • Labor disputes, strikes
  • Internet or telecommunications failures
  • Failures of third-party service providers

The affected party must:

  • Notify the other party in writing within a reasonable time
  • Make reasonable efforts to mitigate the effects of such events
  • Resume performance as soon as reasonably practicable

If force majeure continues for more than sixty (60) days, either party may terminate this Agreement upon written notice.

20. General Provisions

20.1 Entire Agreement

These Terms, together with any active subscription agreement and the Privacy Policy, constitute the entire agreement between Agency and Client regarding the Services and supersede all prior agreements, understandings, negotiations, and discussions, whether written or oral.

20.2 Amendments

Agency may amend these Terms as provided in Section 3.2 (Modifications to Terms). No other amendments or modifications are valid unless agreed to in writing and signed by both parties.

20.3 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if such modification is not possible, severed from these Terms. The remaining provisions shall remain in full force and effect.

20.4 Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision or any other right or provision. No waiver shall be effective unless in writing and signed by the waiving party.

20.5 Assignment

Client may not assign, transfer, or delegate any rights or obligations under this Agreement without Agency's prior written consent. Agency may assign this Agreement to any successor entity or in connection with a merger, acquisition, or sale of assets. Any attempted assignment in violation of this provision is void.

20.6 Relationship of Parties

Nothing in these Terms shall be construed to create a partnership, joint venture, employment, or agency relationship between Client and Agency. Neither party has authority to bind the other or incur obligations on the other's behalf.

20.7 Survival

Provisions that by their nature should survive termination or expiration of this Agreement shall survive, including but not limited to: intellectual property provisions, indemnification obligations, liability limitations, confidentiality obligations, and dispute resolution provisions.

20.8 Notices

All notices required or permitted under this Agreement shall be in writing and delivered via:

  • Email to the address provided by Client or to support@thenextlayer.co for Agency
  • The client portal or Website
  • Registered or certified mail to the addresses set forth below

Notices are deemed received when delivered via email, immediately if through the client portal, or three (3) business days after mailing.

21. Contact Information

The Next Layer by Ourfires LTD 41 Devonshire Street, Ground Floor London, England W1G 7AJ United Kingdom

Email: support@thenextlayer.co Website: https://www.thenextlayer.co/

For questions, concerns, or notices regarding these Terms or the Services, please contact us at the information provided above.

ACCEPTANCE AND ACKNOWLEDGMENT

BY SUBSCRIBING TO SERVICES, MAKING PAYMENT, OR USING THE WEBSITE, YOU (THE "CLIENT") ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

YOUR PAYMENT OF SUBSCRIPTION FEES OR USE OF SERVICES CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS AS A LEGALLY BINDING AGREEMENT.

IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT SUBSCRIBE TO SERVICES, MAKE PAYMENT, OR USE THE WEBSITE. CONTACT US IMMEDIATELY AT support@thenextlayer.co TO DISCUSS ANY CONCERNS BEFORE PROCEEDING.

These Terms and Conditions were last updated on 10/10/2025 and are effective immediately upon posting.