Terms & Conditions

Key Terms

"Agency" refers to our digital marketing agency providing services as outlined herein.

"Client" refers to the individual, company, or entity entering into this agreement.

"Services" refers to digital marketing services including SEO, PPC, social media marketing, content creation, web development, email marketing, and analytics.

"Deliverables" refers to any work product, reports, campaigns, content, or materials created by the Agency for the Client.

"Confidential Information" refers to any non-public information disclosed by either party, including business strategies, customer lists, financial information, and proprietary data.

Service Offerings

The Agency agrees to provide digital marketing services as specified in the signed Statement of Work (SOW) or project proposal.

Services may include:

• Search Engine Optimization (SEO)
• Pay-Per-Click (PPC) Advertising
• Social Media Marketing
• Content Creation and Marketing
• Email Marketing Campaigns
• Website Development and Optimization
• Analytics and Reporting
• Brand Strategy and Consulting

Your Obligations

The Client agrees to:

• Provide accurate and complete information necessary for service delivery
• Respond to Agency requests within 5 business days
• Provide access to necessary accounts, platforms, and systems
• Maintain confidentiality of Agency methodologies and strategies
• Comply with all applicable laws and regulations
• Pay invoices according to the agreed payment terms

Important: The Client is responsible for ensuring all content provided is original, accurate, and does not infringe upon third-party rights.

Our Commitments

The Agency agrees to:

• Perform services with professional skill and care
• Maintain confidentiality of Client information
• Provide regular progress reports as specified in the SOW
• Comply with industry best practices and ethical standards
• Deliver work within agreed timelines (subject to Client cooperation)
• Maintain appropriate professional insurance coverage

What You'll Receive

All Deliverables will be provided in digital format unless otherwise specified.

The Agency will deliver work according to the timeline specified in the SOW.

Any requested revisions beyond the scope of the original SOW may incur additional charges.

Payment Information

Payment terms are as specified in the signed SOW or project proposal.

• Invoices are due within 30 days of receipt unless otherwise specified
• Late payments may incur a service charge of 1.5% per month on the outstanding balance
• The Agency reserves the right to suspend services for non-payment after 15 days past due
• All prices are exclusive of applicable taxes unless otherwise specified

Refund Guidelines

Refunds are governed by our Refund Policy.

• Generally, no refunds are provided for services already performed or Deliverables already delivered
• In cases of Agency default, refunds may be provided for unperformed services only

Ownership & Rights

Upon full payment, the Client receives ownership of:

• Custom Deliverables created specifically for the Client

The Agency retains ownership of:

• Proprietary methodologies, processes, and strategies
• Pre-existing intellectual property and tools
• Generic templates and frameworks
• Agency branding and marketing materials

The Client grants the Agency a license to use Client materials necessary for service delivery.

Privacy & Protection

Both parties agree to maintain strict confidentiality of each other's Confidential Information.

• Confidential Information may only be disclosed to employees or contractors who need to know such information for service delivery
• This confidentiality obligation survives termination of this agreement

Important Limitations

Digital marketing results depend on various factors beyond the Agency's control, including market conditions, competition, and Client industry.

The Agency disclaims all warranties except those expressly stated in this agreement.

Liability Limitations

The Agency's total liability for any claim arising from this agreement shall not exceed the total amount paid by the Client in the 12 months preceding the claim.

The Agency shall not be liable for:

• Indirect, incidental, or consequential damages
• Loss of profits, revenue, or business opportunities
• Third-party actions or platform changes
• Client's failure to implement recommendations

Client Indemnification

The Client agrees to indemnify and hold harmless the Agency from any claims arising from:

• Client's violation of applicable laws or regulations
• Client's infringement of third-party rights
• Client's misuse of Agency services or Deliverables
• Client's provision of inaccurate or misleading information

Ending the Agreement

Either party may terminate this agreement with 30 days' written notice.

The Agency may terminate immediately for:

• Non-payment of invoices
• Client's breach of confidentiality obligations
• Client's engagement in illegal activities
• Client's interference with Agency operations

Legal Framework

This agreement shall be governed by and construed in accordance with the laws of [State/Province], without regard to conflict of law principles.

Any disputes shall be resolved through binding arbitration in [City, State/Province].

Changes to Terms

This agreement may only be modified in writing and signed by both parties.

The Agency may update these Terms & Conditions with 30 days' notice to existing Clients.