Terms and Conditions of Service

3.1 Deposit Requirements

A non-refundable deposit of 30% to 50% of the total project price is required before work starts. Projects under USD 2,000 may require full payment in advance. Deposits are non-refundable once the Agency has begun work or allocated resources.

3.2 Payment Milestones

For larger projects, the following payment schedule applies:

• First milestone: 30-50% deposit (before work begins)
• Second milestone: 25% at 50% project completion (upon approval)
• Third milestone: 25% upon delivery/testing approval
• Final payment: 100% due before transfer of IP, credentials, or data ownership

3.3 Invoice Terms

• Invoices are due NET 14 (14 days from invoice date)
• Invoices are issued in USD; Stripe may convert to Client's currency (Client bears conversion fees)
• Late payment begins accruing interest immediately on day 15

3.4 Payment Methods

Accepted payment methods: Stripe, bank transfer (ACH, SEPA, international wire). Clients are responsible for any banking or intermediary fees.

5.1 Defined Scope

The price quoted covers only the deliverables explicitly stated in the written quotation or project brief.

5.2 Included Revisions

• Design/UI projects: Up to 3 revision rounds included
• WordPress/Web development: Up to 5 revision rounds included
• Google Ads setup: Up to 2 adjustment rounds included
• Other services: As specified in the quotation

5.3 Additional Changes

Requests beyond the included revisions incur charges of USD 100/hour (minimum USD 100 per request).

5.4 Scope Changes

Any changes to the original scope must be:

• Requested in writing (email)
• Approved by the Agency
• Formalized in a contract amendment
• May result in price increase and timeline extension

Unauthorized scope expansion may result in project suspension until clarification is provided.

6.1 Estimated Delivery Dates Are Indicative Only

All estimated delivery dates, project timelines, and deadlines mentioned orally, in writing, in emails, or in quotations are indicative and non-binding estimates only. The Agency does NOT guarantee that work will be completed by any stated date.

6.2 Factors Beyond Agency Control

The Agency is not liable for delays caused by:

• Client delays in providing materials, approvals, or feedback
• Client unavailability for testing, sign-off, or decisions
• Third-party services (Google, Stripe, Amazon AWS, Cloudflare, hosting providers)
• Third-party API changes, deprecations, or service interruptions
• Unclear specifications or conflicting Client requirements
• Scope changes requested by the Client
• External factors (cybersecurity incidents, server issues, ISP problems)

6.3 Maintenance and Support Response Times

For maintenance and support services (post-launch):

• Critical issues (site down, security breach): Best-effort response within 24 hours
• High-priority issues (functionality broken): Response within 48 hours
• Standard requests: Response within 5 business days
• Low-priority: No guaranteed response time

7.1 Agency IP Ownership (Until Full Payment)

All deliverables, including code, design files, databases, configurations, templates, and software, remain the exclusive property of AD Marketing Agency LLC until full payment is received and confirmed.

7.2 Restrictions Before Payment

Until payment is complete:

• Client has limited access for testing purposes only
• Client may NOT copy, modify, redistribute, or republish any deliverable
• Client may NOT use deliverables for competing purposes or with competitors
• Unauthorized use violates U.S. Copyright Law and the Digital Millennium Copyright Act (DMCA)

7.3 IP Transfer Upon Payment

Upon receipt of full payment, the Agency will provide written confirmation of IP ownership transfer. This transfer grants the Client the right to use, modify, and maintain deliverables for their own purposes.

7.4 Third-Party IP

Client-provided content (text, images, logos, materials) remains Client's property. The Client grants the Agency a limited license to use such content to create deliverables.

8.1 Server Infrastructure Ownership – Critical Clause

ALL infrastructure hosted on Agency-managed servers belongs 100% to the Agency, including but not limited to:

• Email accounts and mailboxes
• Domain name registrations and DNS records
• Databases and database backups
• Website files and WordPress installations
• SSL certificates and security configurations
• Hosting accounts and server access
• FTP/SSH credentials and administrative keys
• All data generated or stored on Agency servers
• API tokens and integrations configured on Agency infrastructure

Until full payment is received, the Client has ZERO ownership rights to any of the above.

8.2 Transition Fees

Each of the following transfers incurs a one-time fee:

• Domain transfer (registrar change): USD 200
• Email accounts transfer: USD 100 per account
• Database export and setup: USD 200
• WordPress admin transfer + setup: USD 200
• SSL certificate transfer: USD 150
• Complete server migration: USD 500+

9.1 Email Accounts

All email accounts created or managed by the Agency on Agency servers belong to the Agency until full payment. Upon payment, emails may be migrated to Client's email provider (Office 365, Google Workspace, or third-party).

9.2 Domain Names

Domains registered by or managed by the Agency belong to the Agency until full payment. Upon payment, the Agency will transfer administrative access to the Client's preferred registrar.

9.3 Databases

All databases, backups, and data stores on Agency servers belong to the Agency until full payment. Upon payment, the Agency will provide database exports (SQL dumps, backups) to the Client.

9.4 Website Files and Code

All website files, WordPress installations, custom code, and configurations belong to the Agency until full payment. Upon payment, the Client receives ownership and may host elsewhere.

10.1 Credential Retention Until Payment

Until full payment is received:

• All admin credentials, FTP/SSH keys, database passwords, API tokens, and administrative access remain under sole Agency control
• Client may receive limited testing access (read-only or client-level access) for review purposes
• Client is explicitly prohibited from accessing, sharing, or modifying credentials

10.2 Illegal Access and Penalties

If the Client accesses credentials without authorization or before payment:

• The Agency immediately terminates all services
• No refunds are issued
• The Agency may pursue legal action for unauthorized access and data theft
• Client is liable for all costs related to security incident response, data recovery, and legal action

11.1 Maintenance as Mandatory 12-Month Commitment

Any maintenance agreement or ongoing support arrangement constitutes a binding 12-month commitment.

11.2 First Month Payment and Auto-Renewal

• The first monthly invoice is due upon service start
• Payment of the first monthly invoice automatically enrolls the Client in a 12-month maintenance contract
• Early termination is NOT possible within the 12-month period
• At the end of month 12, the contract auto-renews for another 12 months unless the Client provides written non-renewal notice 60 days prior to expiration

11.3 Included Maintenance Services

Monthly maintenance typically includes:

• Automatic security patches and WordPress core updates
• Monthly backups and integrity checks
• Basic bug fixes (up to 5 hours/month)
• Performance monitoring
• SSL certificate renewal

11.4 Additional Support Beyond Included Hours

• USD 100/hour for additional development
• USD 75/hour for technical support
• Minimum billable unit: 1 hour per request

12.1 30-Day Warranty Period

The Agency warrants that deliverables will function as specified for 30 days after delivery.

12.2 Critical Bug Fixes

Critical bugs that prevent the site/application from functioning (e.g., complete crashes, total data loss, security breaches) are fixed at no charge during the 30-day warranty period.

12.3 Minor Issues and Feature Requests

Minor issues (cosmetic defects, non-critical functionality), feature requests, or customizations beyond the original specification incur support charges of USD 75/hour (minimum USD 100 per request).

12.4 Post-Warranty Support (30+ Days)

All support, maintenance, or bug fixes beyond 30 days must be purchased through a separate maintenance contract or paid as hourly service.

13.1 Late Payment Triggers Automatic Suspension

If a payment is more than 5 days overdue, the Agency may suspend all services immediately with written notice via email.

13.2 Suspension Actions

Upon suspension, the Agency may:

• Disable website access and take the site offline
• Revoke email credentials and block email access
• Disable database and application access
• Remove DNS records pointing to the site
• Pause Google Ads campaigns
• Revoke FTP/SSH/hosting access

13.3 Service Resumption

Services resume only upon:

1. Full payment of all outstanding balances
2. Reconnection fee: USD 200 (minimum, additional charges may apply)
3. Written confirmation from the Agency

14.1 Late Payment Interest

Overdue amounts accrue interest at 1.5% per month (18% per year) or the maximum rate allowed by law in the Client's jurisdiction (whichever is lower). Interest begins accruing on day 15 of the invoice date.

14.2 Collection Fees

In addition to interest, the Client reimburses reasonable collection and legal fees:

• Collection agency involvement: Up to USD 500
• Attorney consultation: Charged at cost
• Arbitration filing fees: Charged to the Client
• Court or legal proceedings: All costs recovered from the Client

15.1 Agency Account Ownership

All Google Ads campaigns managed by the Agency are created under an Agency account structure controlled by the Agency. The Agency retains administrative access and ownership of all campaigns, audiences, conversion tracking, and account data.

15.2 Client Access Levels

The Client receives:

• Limited reporting access to view performance metrics and campaigns
• Client account link for transparency and measurement purposes
• Read-only access to campaign configuration (no modification capability without approval)

15.3 Account Transition Fee

If the Client requests to own or transfer the Google Ads account: Transition fee USD 250. The Agency exports campaigns and provides documentation.

16.1 Agency Server Control

If the Agency manages hosting and server infrastructure:

• The Agency retains administrative access and control for security, updates, and monitoring
• The Client receives WordPress admin access (content and page management only)
• The Client is NOT granted FTP, SSH, or server-level access without explicit written authorization

16.2 Unauthorized Modifications

Client modifications to server files, htaccess, or plugins may break the website. The Client assumes 100% risk for unauthorized modifications. The Agency is not responsible for fixing issues caused by unauthorized changes.

16.3 Plugin and Theme Compatibility

The Client may not install third-party plugins or themes without Agency approval. The Agency is not liable for damage caused by Client-installed plugins.

17.1 Mutual Confidentiality

All information shared between the parties (project details, pricing, strategies, business information, technical data) is treated as strictly confidential.

17.2 Prohibited Disclosures

Neither party may disclose the other's confidential information without written consent, except:

• As required by law
• To legal counsel or accountants
• To service providers under NDA
• To comply with regulatory requirements

17.3 Portfolio Use Exception

The Agency may display project work in its portfolio or for marketing purposes unless the Client requests confidentiality in writing before project start.

18.1 Non-Circumvention (12 Months)

The Client agrees NOT to:

• Contact, hire, or engage the Agency's subcontractors, developers, or partners directly for 12 months after project completion
• Circumvent the Agency to obtain services from the Agency's team members
• Request subcontractors to perform work without Agency involvement

18.2 Violation Penalty

If breached, the Client is liable for reasonable compensation for lost revenue (typically 25-50% of the contract value) plus actual damages and attorney fees.

19.1 Backup Retention

The Agency maintains temporary backups for 30 days after project delivery. Backups beyond 30 days are not guaranteed unless a separate backup/disaster recovery contract is in place.

19.2 Client Responsibility

The Client is responsible for maintaining independent backups of critical data, implementing their own disaster recovery procedures, and securing database credentials and access.

19.3 Data Loss Liability

The Agency is NOT liable for data loss resulting from Client negligence, failure to maintain backups, accidental deletion, third-party service failures, or cyber-attacks.

20.1 Standard Security Measures

The Agency implements industry-standard security: SSL/TLS encryption, two-factor authentication, firewalls, DDoS protection, and regular malware scanning.

20.2 Client Security Responsibility

The Agency is NOT liable for security breaches resulting from weak passwords, shared credentials, Client devices infected with malware, phishing attacks, or insecure network connections.

20.3 Mandatory Security Practices

The Client agrees to use strong unique passwords (minimum 12 characters), never share credentials, immediately notify the Agency if credentials are compromised, and use 2FA whenever available.

21.1 Cap on Liability

The Agency's total liability for ANY claim shall not exceed the total amount paid by the Client for the specific service in question during the 12 months preceding the claim.

21.2 Excluded Damages

The Agency is NOT liable for:

• Indirect damages (lost profits, lost revenue, lost business opportunity)
• Consequential damages (cascading failures, business interruption)
• Special damages (data loss, reputation harm)
• Punitive damages (penalties beyond direct loss)

22.1 External Service Providers

The Agency integrates with third-party services: Google Cloud, Amazon AWS, Cloudflare, Stripe, PayPal, Google Analytics, Google Workspace, and various hosting providers.

22.2 Agency Not Liable for Third-Party Failures

The Agency is NOT responsible for service interruptions by third-party providers, API changes, account suspensions, data loss caused by provider failures, or price increases by service providers.

25.1 Agency Warranties

The Agency warrants that it has the legal right to deliver the services, deliverables do not infringe known third-party intellectual property, and services will be performed in a professional manner.

25.2 Client Warranties

The Client warrants that it has the authority to enter this agreement, all Client-provided materials are owned by the Client or properly licensed, and Client content does not violate laws or infringe third-party rights.

25.3 Disclaimer: No Guarantees

Except as stated above, the Agency makes no other warranties, express or implied, including no guarantee of results, no merchantability warranty, no fitness for particular purpose warranty, no error-free operation warranty.

26.1 Client Indemnifies Agency

The Client agrees to indemnify, defend, and hold harmless the Agency from claims that Client-provided content infringes third-party rights, claims arising from Client's misuse of deliverables, and regulatory issues caused by Client's business practices.

26.2 Agency Indemnifies Client

The Agency agrees to indemnify, defend, and hold harmless the Client from claims that Agency-created IP infringes known third-party intellectual property and claims arising from the Agency's negligence or misconduct.

28.1 U.S. Privacy Laws

AD Marketing Agency LLC complies with U.S. federal and state privacy laws, including CCPA (California Consumer Privacy Act) where applicable.

28.2 GDPR Compliance (EU Clients)

When serving European clients, the Agency processes personal data in accordance with GDPR principles: lawfulness, data minimization, storage limitation, and security.

28.3 Data Processing Roles

• Client is the data controller (owns customer data, makes decisions about data use)
• Agency is the data processor (processes data on Client's behalf)

31.1 Exclusive Arbitration

All disputes shall be resolved exclusively through confidential arbitration. Arbitration is mandatory and binding. Court proceedings are not permitted (with limited exceptions for injunctive relief).

31.2 Arbitration Rules and Venue

• Arbitration provider: American Arbitration Association (AAA)
• Rules: AAA Commercial Arbitration Rules
• Venue: Sheridan, Wyoming, USA
• Language: English only

31.3 Arbitration Award

The arbitrator's decision is final and binding on both parties, not subject to appeal, and enforceable in any court of competent jurisdiction.

33.1 Agency Right to Terminate

The Agency may terminate immediately if Client acts illegally, is abusive or harassing, violates ethical standards, is in material breach, or becomes insolvent.

33.2 Client Right to Terminate

The Client may terminate if the Agency materially breaches and does not cure within 14 days, or abandons the project for 21 consecutive days.

33.3 Termination Does Not Eliminate Payment Obligations

Upon termination: all amounts due remain payable, work completed is non-refundable, the Agency retains IP until full payment.