Privacy Policy

TERMS & CONDITIONS

Effective Date:
Company:
Client:

1. Definitions

• Services: All software development, licensing, hosting, maintenance, digital marketing, advertising, SEO, content, analytics, consulting, and related services described in one or more Statements of Work (SOW), proposals, invoices, or order forms.
• Deliverables: Final outputs produced by the company for the client under an SOW (source code, compiled code, designs, reports, ad creatives, copy, and deliverable files).
• Third-Party Services: Hosting, ad networks, analytics, plugins, app stores, marketplaces, or other services provided by third parties.
• SOW: The Statement of Work, or proposal, describing scope, schedule, deliverables, and fees for particular services.

2. Acceptance

By (a) signing an SOW, (b) paying any fees, (c) using the Services, or (d) clicking “I accept,” you agree to these Terms. The SOWs, proposals, and invoices (collectively “Order Documents”) form part of this agreement. In the event of a conflict, the Order Document will take precedence.

3. Scope of Services; Changes

• The company will provide the services set out in the relevant SOW. Time estimates are estimates only; dates are not guaranteed unless expressly stated in writing.
• Any change in scope shall be documented in a written change order and may incur additional fees and/or schedule changes. The company is not required to commence change work until a signed change order and any required payment are received.

4. Fees, Invoicing & Payment

• Upfront Payment Requirement: All fees (or the agreed deposit) are due in full prior to the commencement of any project or services unless expressly stated otherwise in writing. The company has no obligation to begin or continue work until cleared funds are received.
• Recurring/Retainer Services: For ongoing monthly marketing retainers or subscription-based services, fees are billed in advance at the start of each billing cycle.
• Third-Party Costs: Where advertising spend, hosting, or other third-party charges are managed by the company, the client must fund these amounts in advance or reimburse the company promptly upon invoice.
• Late payments: Interest accrues on unpaid amounts at a rate of 1.5% per month or the highest legal limit. The company may suspend services for overdue accounts.
• Taxes: The client is responsible for all taxes (except the company’s income taxes). If the client is tax-exempt, the client must provide valid documentation prior to billing.

5. No Refunds; Chargebacks

• All fees are non-refundable except as otherwise expressly provided in writing or required by law. This includes one-time fees, recurring subscription fees, prepaid packages, and third-party spending.
• If the client initiates a chargeback or reversal of payment, the company may immediately suspend or terminate the service, and the client remains responsible for all amounts due, plus related fees and collection costs.

6. Third-Party Costs and Ad Spend

• The client is responsible for all third-party fees unless expressly included in an SOW.
• The company is not responsible for third-party changes, suspensions, removals, or costs beyond its control.

7. Ownership & Intellectual Property

• Pre-Existing IP: The company retains ownership of all tools, frameworks, templates, libraries, and codes developed or owned prior to or outside the scope of the services.
• Deliverables: Upon full payment of all fees, Client receives a non-exclusive, worldwide, royalty-free license to use the Deliverables for its internal business purposes, unless otherwise stated in writing.
• Third-Party & Open Source: Deliverables may include components subject to third-party or open-source licenses, which Client agrees to follow.

8. Client Responsibilities

Client must:

• Provide timely access to content, systems, credentials, and approvals.
• Ensure it has all rights to any content or materials provided.
• Comply with laws, advertising standards, and platform rules.

9. Confidentiality

Both parties agree to maintain confidentiality of each other’s non-public business information and to use it only as needed to fulfill this Agreement.

10. Data, Privacy & Security

Client remains responsible for compliance with all applicable privacy and data laws. The company implements reasonable safeguards but is not liable for third-party breaches or the client’s misuse.

11. Warranties & Results

• Limited Warranty: company warrants Services will be provided professionally and in line with industry standards.
• Results Variable: Unless expressly guaranteed in writing within a specific SOW, the outcomes of services (including but not limited to rankings, sales, leads, traffic, or ROI) are considered variable and influenced by factors outside the company’s control (e.g., market conditions, competition, platform policies).
• Conditional Guarantees: Where an SOW or contract addendum specifies guaranteed results (e.g., minimum lead volume, campaign performance thresholds), those guarantees apply only under the written terms and conditions of that document.

12. Support, Maintenance & Updates

Support is provided only as stated in the applicable SOW or support plan. Work required due to client changes, misuse, or third-party issues may be billed separately.

13. Term, Suspension & Termination

• The agreement continues until all SOWs are completed or terminated.
• The company may suspend or terminate services for non-payment, breach, or misuse.
• Upon termination, the client must pay for all services rendered, work in progress, and non-cancellable third-party costs.

14. Indemnification

The client agrees to indemnify and hold the company harmless from claims arising from the client’s content, misuse, or breach.

15. Limitation of Liability

The company’s total liability is capped at the amount paid by the client in the twelve (12) months preceding the claim. No liability for indirect, incidental, or consequential damages.

16. Acceptable Use

The client will not use the service for unlawful, infringing, or harmful purposes.

17. Accounts & Credentials

Client must maintain and secure accounts, credentials, and permissions needed for services. The company is not liable for issues caused by mismanagement of credentials.

18. Publicity

Unless the client opts out in writing, the company may reference the client’s name/logo in marketing materials.

19. Force Majeure

Neither party is liable for delays or failures beyond reasonable control.

20. Governing Law & Dispute Resolution

This Agreement is governed by the laws of State/Country/State/Country. Disputes shall be resolved through good-faith negotiation and, if unresolved, binding arbitration or litigation in the designated jurisdiction.

21. General

• Client may not assign this Agreement without Company’s consent.
• Notices may be delivered electronically.
• Invalid provisions do not affect the enforceability of the remainder.
• This agreement, together with all order documents, is complete.

22. Survival

Payment obligations, confidentiality, indemnity, ownership, and limitation of liability survive termination.

Acceptance

Company: CompanyName Company Name CompanyName
By: ___________________________
Name: _________________________
Title: _________________________
Date: _________________________

Client: ClientNameClient NameClientName
By: ___________________________
Name: _________________________
Title: _________________________
Date: _________________________