These Terms & Conditions (“Agreement”) govern the use of services provided by [Your Agency Name] (“Agency”, “We”, “Us”, or “Our”) to the client (“Client”, “You”, or “Your”).
1. Services
The Agency provides digital marketing services including but not limited to:
-
Search Engine Optimization (SEO)
-
Social Media Marketing & Management
-
Pay-Per-Click (PPC) Campaigns
-
Email & Content Marketing
-
Branding & Graphic Design
-
Website Design, Development, and Maintenance
-
Analytics, Strategy, and Reporting
The scope of work will be outlined in a written Service Agreement/Proposal accepted by the Client.
2. Client Responsibilities
The Client agrees to:
-
Provide all necessary materials, access, and information required to deliver services.
-
Review and approve deliverables in a timely manner.
-
Ensure all content provided is original and free of copyright restrictions.
-
Grant the Agency necessary administrative access (websites, ad accounts, social platforms, etc.).
3. Fees & Payments
-
Fees will be as per the agreed Proposal/Invoice.
-
Payments must be made in advance or as per the billing cycle.
-
Advertising budgets (Google, Meta, LinkedIn, etc.) are separate from Agency fees and must be prepaid.
-
Late payments may result in suspension of services or additional charges.
-
All fees are non-refundable unless otherwise agreed in writing.
4. Confidentiality
Both parties agree to maintain the confidentiality of sensitive business, marketing, and financial information. Confidential information shall not be disclosed to third parties without prior consent, unless required by law.
5. Intellectual Property
-
All deliverables created by the Agency remain its property until full payment is received.
-
Upon full payment, the Client gains rights to the final deliverables (excluding stock images, licensed software, or third-party tools).
-
The Agency reserves the right to showcase completed work in its portfolio and marketing materials.
6. Performance & Disclaimer
-
The Agency will use best practices, skills, and strategies to achieve agreed objectives.
-
However, the Agency does not guarantee specific results (such as #1 ranking, a fixed number of leads, or exact revenue figures), as outcomes depend on factors beyond control (competition, algorithms, audience behavior, etc.).
7. Term & Termination
-
This Agreement will remain effective until terminated by either party.
-
Either party may terminate services with 30 days written notice.
-
The Agency may terminate immediately in cases of non-payment, misuse of services, or breach of terms.
-
All outstanding dues must be cleared upon termination.
8. Limitation of Liability
-
The Agency shall not be held liable for indirect, incidental, or consequential damages resulting from the use of its services.
-
Liability is limited to the amount paid by the Client to the Agency in the last three (3) months.
9. Indemnification
The Client agrees to indemnify and hold the Agency harmless against any claims, losses, damages, or expenses arising from:
-
Use of Client-provided content.
-
Violations of third-party rights.
-
Misuse of the Agency’s services.
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [Insert Country/State]. Any disputes shall be subject to the exclusive jurisdiction of the courts located in [Insert Location].
11. Amendments
The Agency reserves the right to update or modify these Terms & Conditions at any time. Clients will be notified of significant changes.