MASTER SERVICES AGREEMENT

ONFLAIR GROUP - TERMS AND CONDITIONS OF BUSINESS

THIS AGREEMENT is made between Onflair Group (hereinafter referred to as the "Agency") and the entity or individual purchasing Services or Goods (hereinafter referred to as the "Client").

1. DEFINITIONS AND INTERPRETATION 1.1 In these Conditions, the following definitions apply:

  • “Contract” means the agreement between the Agency and the Client for the supply of Services and/or Goods in accordance with these Conditions.

  • “Deliverables” means the specific items set out in the Scope of Work (e.g., Tech Packs, Strategy Documents, Prototypes).

  • “Goods” means the physical products (garments, samples, fabrics) supplied by the Agency to the Client (if applicable).

  • “Intellectual Property Rights” (IP) means all patents, copyright, trademarks, design rights, know-how, and trade secrets.

  • “Scope of Work” (SOW) means the document describing the project, fees, timeline, and specific deliverables.

  • “Services” means the advisory, design, or management services supplied by the Agency.

2. BASIS OF CONTRACT

2.1 The Order or signed SOW constitutes an offer by the Client to purchase Services/Goods in accordance with these Conditions.

2.2 The Contract shall be deemed accepted when the Agency issues written acceptance or receives the Deposit Payment, at which point the Contract comes into existence.

2.3 These Conditions apply to the exclusion of any other terms the Client seeks to impose.

3. SUPPLY OF SERVICES (ADVISORY & DEVELOPMENT) 3.1 The Agency shall supply the Services to the Client in accordance with the SOW in all material respects.

3.2 Resource Allocation: The Agency allocates specific resources and capacity to the Client for the duration of the project. While the Agency shall use reasonable endeavours to meet performance dates, the Client acknowledges that delays caused by the Client may result in the loss of the allocated production slot.

3.3 Scope Creep: Any request by the Client to change the scope (e.g., additional design rounds, new fabric sourcing) amends the SOW. The Agency reserves the right to charge for additional work at its standard hourly rate or an agreed fixed fee.

3.4 Innovation Risk: Where Services involve the development of new or unproven products (e.g., novel sportswear), the Client acknowledges that the Agency cannot guarantee a specific commercial outcome or immediate manufacturability. Failure of a feasibility prototype does not constitute a breach of Contract.

4. SUPPLY OF GOODS (PRODUCTION & MANUFACTURING) This clause applies only where the Agency supplies physical Goods to the Client.

4.1 Tolerances: The Client acknowledges that textile manufacturing is not an exact science. The Agency reserves the right to supply Goods within industry-standard tolerances:

(a) Sizing: +/- 1.5cm to 2.5cm on any measurement point.

(b) Fabric Weight: +/- 10% on agreed GSM.

(c) Colour: A commercial match to the approved Lab Dip.

4.2 Quantity Variance: The Agency cannot guarantee exact quantities for bulk orders. The Client agrees to accept and pay for a variance of +/- 5% of the total ordered units (Over/Under Run).

4.3 Defect Rates: The Agency is not liable for a minor defect rate of less than 3% of the total order volume (Spillage Allowance). For defects exceeding 3%, the Agency’s liability is limited to replacing the Goods or issuing a Credit Note.

4.4 Inspection: The Client must inspect Goods upon delivery. Any claim for defects or shortages must be made in writing within 7 days. Failure to do so constitutes deemed acceptance.

5. CLIENT OBLIGATIONS & PROJECT DORMANCY

5.1 The Client shall:

(a) Ensure the Brief and SOW information is accurate;

(b) Cooperate with the Agency in all matters relating to the Services;

(c) Provide approved brand assets (logos, artwork) in the required format.

5.2 If the Agency’s performance is delayed by the Client (e.g., late feedback), the Agency shall not be liable for any costs or losses sustained by the Client.

5.3 Project Dormancy: A project is deemed “Dormant” if the Client fails to provide feedback, approvals, or required assets for a period exceeding 21 days.

(a) Restart Fee: To reactivate a Dormant project, a re-engagement fee of £500 will be charged to reschedule resources.

(b) Deemed Cancellation: If a project remains Dormant for more than 45 days, it will be deemed cancelled by the Client. The project file will be closed, and the Early Termination Fee (Clause 10.3) will become immediately due and payable.

6. CHARGES AND PAYMENT

6.1 Deposits: All deposits paid to secure scheduling, resources, or project slots are strictly non-refundable.

6.2 Payment Terms: The Client shall pay invoices within 7 days of the date of the invoice (unless otherwise stated in the SOW).

6.3 Late Payment: If the Client fails to pay by the due date, the Agency may charge interest at 8% per annum above the Bank of England's base rate.

6.4 Suspension: The Agency reserves the right to suspend all work and withhold Deliverables if any invoice remains unpaid.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Background IP: All IP in the Agency’s templates, methodologies, vendor lists, and sourcing data remains owned by the Agency.

72 Foreground IP: Subject to clause

7.3, the Agency assigns to the Client all IP in the specific custom Deliverables (e.g., Final Tech Packs) upon completion.

7.4 Transfer Condition: Legal title and IP ownership of the Deliverables do not pass to the Client until the Agency has received payment in full. Until full payment is made, the Client has no right to use, reproduce, or manufacture the designs.

8. NON-CIRCUMVENTION (SUPPLY CHAIN PROTECTION)

8.1 The Client acknowledges that the Agency’s supplier network is a valuable trade secret.

8.2 Restriction: For the duration of this Agreement and for 24 monthsfollowing termination, the Client shall not, without prior written consent, directly or indirectly:

(a) Bypass the Agency to contract directly with any factory or vendor introduced by the Agency;

(b) Solicit services from such suppliers to the exclusion of the Agency.

8.3 Penalty: Breach of this clause shall incur a liquidation fee equal to 30% of the total valueof goods ordered from the circumvented supplier.

9. LIMITATION OF LIABILITY

9.1 The Agency acts as a strategic advisor. Unless explicitly acting as the "Merchant of Record" (selling Goods), the Agency is not the manufacturer.

9.2 The Agency’s total liability to the Client shall not exceed the total Charges paid by the Client under the Contract.

9.3 The Agency shall not be liable for loss of profits, loss of sales, or any indirect or consequential loss.

10. TERMINATION & CANCELLATION

10.1 By Client: The Client may terminate with 14 days’ written notice. The Client must immediately pay all outstanding invoices and for all work completed up to the termination date.

10.2 By Agency: The Agency may terminate immediately if the Client fails to pay any amount due or commits a material breach of terms.

10.3 Early Termination Fee: The Client acknowledges that the Agency creates a dedicated schedule and reserves resources for the full duration of the Scope of Work. In the event of termination by the Client for convenience (including internal strategy changes) prior to the completion of the full Scope:

(a) The Client must pay for all work completed up to the termination date; AND

(b) The Client shall pay a Cancellation Fee equal to 40% of the remaining unbilled value of the agreed Scope of Work.

11. GENERAL

11.1 Force Majeure: Neither party is liable for delays caused by events beyond reasonable control (war, pandemic, shipping embargoes).

11.2 Entire Agreement: This Contract constitutes the entire agreement between the parties.

11.3 Governing Law: This Contract is governed by the laws of England and Wales.

11.4 Jurisdiction: The courts of England and Wales have exclusive jurisdiction.