Terms & Conditions

Effective Date: [Effective Date]
Last Updated: [Last Updated Date]

Welcome to [Agency Name] (“we,” “us,” “our,” or “Service Provider”). We provide digital marketing and related professional services primarily to metal building dealers, manufacturers, contractors, suppliers, and other metal building businesses located in the United States and Canada.

These Terms & Conditions (“Terms”) govern:

your access to and use of [Website URL] (the “Website”); and
where applicable, the provision of digital marketing services by [Legal/Business Name] to a client (“Client”).

By using this Website, you agree to these Terms to the extent they apply to Website use. If you engage us for paid services, the services may also be governed by a separate proposal, statement of work (“SOW”), service agreement, order form, invoice, or other written agreement between you and us (collectively, the “Service Agreement”).

If there is a conflict between these Website Terms and a signed Service Agreement, the Service Agreement will generally control with respect to the client services covered by that agreement.

1. About These Terms

These Terms are intended to establish the general rules applicable to use of the Website and our professional relationship with Clients.

They are not intended to replace a negotiated Service Agreement where the parties have entered into one.

The specific scope of services, deliverables, fees, payment arrangements, project schedules, responsibilities, and other commercial terms may be described in a proposal, SOW, service agreement, invoice, or other written document accepted by both parties.

Where these Terms refer to “Client,” they mean the individual or business purchasing or receiving our services.

2. Definitions

For purposes of these Terms:

“Client Materials” means information, documents, photographs, videos, logos, trademarks, data, account information, website content, product information, credentials, files, and other materials supplied or authorized by the Client.

“Deliverables” means specific work products expressly identified as deliverables in an applicable proposal, SOW, Service Agreement, or other written agreement.

“Services” means the digital marketing and related professional services provided by us.

“Third-Party Platforms” means external websites, advertising networks, software, applications, hosting providers, analytics platforms, CRM systems, social media platforms, search engines, email platforms, and other services operated by third parties.

“Website” means [Website URL] and any related webpages, resources, forms, or online materials operated by us.

3. Website Use

You may use the Website for lawful business and informational purposes.

You agree not to:

use the Website for unlawful, fraudulent, abusive, or unauthorized purposes;
attempt to gain unauthorized access to the Website, systems, accounts, or data;
interfere with the security, functionality, or operation of the Website;
introduce malicious code, viruses, or harmful software;
copy, reproduce, distribute, modify, or exploit Website materials without appropriate authorization;
use Website content to misrepresent an affiliation with [Agency Name] or [Legal/Business Name];
use the Website to infringe another person’s intellectual property, privacy, or other legal rights; or
use our Services or Website to facilitate unlawful, deceptive, fraudulent, or prohibited activities.

We may restrict or terminate Website access where reasonably necessary to protect the Website, our business, our Clients, or other users.

4. Description of Services

Depending on the applicable Service Agreement, we may provide digital marketing services including, but not limited to:

Search Engine Optimization (SEO);
Local SEO;
technical SEO;
keyword research;
content strategy and content marketing;
website content;
landing page optimization;
website optimization;
conversion rate optimization;
Google Ads and paid search management;
Meta Ads and social media advertising;
LinkedIn or other paid advertising;
lead generation;
analytics and reporting;
conversion tracking;
Google Analytics and related measurement services;
Google Tag Manager implementation or management;
marketing strategy;
competitor research;
digital advertising strategy;
social media-related marketing;
reputation and online visibility initiatives;
marketing funnel development;
campaign planning and optimization; and
other digital marketing services agreed upon in writing.

Not every service listed above is included in every Client engagement.

The actual Services and Deliverables will be determined by the applicable proposal, SOW, Service Agreement, invoice, or other written agreement.

5. Proposals, Statements of Work, and Service Agreements

Before beginning a paid engagement, we may provide the Client with a proposal, SOW, service agreement, quotation, invoice, or similar document.

Such document may specify:

Services to be provided;
Deliverables;
project objectives;
estimated timelines;
fees;
payment terms;
advertising budgets;
Client responsibilities;
revision limits;
reporting arrangements;
communication procedures;
contract duration, if applicable;
termination provisions; and
other project-specific conditions.

The Client’s acceptance may occur through a signed agreement, electronic signature, written confirmation, email approval, payment of an invoice, or another mutually agreed method.

Project-specific terms may supplement or modify these Terms where expressly agreed in writing.

6. Client Responsibilities

Successful digital marketing requires reasonable cooperation from the Client.

The Client agrees, as applicable, to:

provide accurate and current business information;
provide timely access to required accounts and platforms;
provide necessary website, advertising, analytics, CRM, hosting, social media, and other account access;
provide accurate product, service, pricing, location, and business information;
provide required logos, images, videos, brand guidelines, and other assets;
provide appropriate approvals and feedback;
review proposed content, advertising materials, website changes, and other Deliverables within a reasonable timeframe;
identify any legal, regulatory, contractual, brand, or industry restrictions applicable to its business;
ensure that Client Materials supplied to us may lawfully be used for the intended purposes;
maintain appropriate ownership or authorization for Client Materials;
promptly notify us of material changes affecting the Services; and
cooperate reasonably with requests necessary to perform the Services.

The Client remains responsible for the accuracy, legality, and completeness of information supplied to us.

7. Account Access and Security

Where Services require access to Client accounts, the Client may provide access through appropriate user permissions, invitations, administrator access, or other agreed methods.

The Client should not provide unnecessary personal information, payment-card information, passwords, or other sensitive credentials where an alternative access method is reasonably available.

The Client remains responsible for maintaining ownership and administrative control of its accounts unless otherwise agreed in writing.

We will use reasonable care in handling account access provided for the performance of Services. However, the Client remains responsible for its own account security and should maintain appropriate backups, recovery methods, and administrative access.

8. Timelines, Dependencies, and Approvals

Any project timeline provided by us is an estimate unless the applicable Service Agreement expressly states otherwise.

Timelines may depend on:

receipt of required information and materials;
account access;
Client approvals;
website development resources;
Third-Party Platforms;
technical dependencies;
availability of required data;
scope changes;
Client feedback; and
other circumstances outside our reasonable control.

If the Client delays providing information, approvals, access, or other required materials, the project timeline may be extended accordingly.

We are not responsible for delays caused by circumstances reasonably outside our control.

9. Revisions and Scope Changes

Deliverables will be subject to the revision terms specified in the applicable proposal, SOW, or Service Agreement.

Requests that materially change the agreed scope may be treated as additional work.

Examples may include:

substantial changes to an approved strategy;
additional webpages or campaigns;
additional advertising platforms;
significant content rewrites after approval;
new technical implementations;
additional reporting requirements; or
work outside the original scope.

Additional work may require additional fees and/or an updated timeline, subject to Client approval where appropriate.

10. Fees and Payment

Professional service fees will be stated in the applicable proposal, SOW, Service Agreement, invoice, or other written agreement.

Depending on the engagement, we may require:

advance payment;
a deposit;
milestone payments;
monthly payments;
payment upon completion; or
another mutually agreed payment arrangement.

Invoices are payable according to the payment deadline stated on the applicable invoice or Service Agreement.

If payment is not received when due, we may, subject to the applicable agreement and law:

pause Services;
suspend campaign management;
delay Deliverables;
restrict access to certain Services; or
terminate the engagement following any applicable contractual requirements.

We may charge reasonable late-payment fees or interest only where such charges have been agreed upon and are permitted by applicable law.

11. Advertising Spend and Third-Party Costs

Professional service fees generally do not include advertising spend unless expressly stated otherwise.

Advertising budgets paid to platforms such as Google, Meta, LinkedIn, Microsoft, or other advertising networks are generally separate from our professional fees.

The Client is responsible for advertising spend and other Third-Party Platform charges associated with its campaigns unless the applicable Service Agreement expressly states otherwise.

Other third-party costs may include, where applicable:

hosting;
domain registration;
premium software;
CRM subscriptions;
analytics or reporting tools;
email platforms;
stock assets;
plugins;
applications;
lead databases;
call-tracking services; and
other external products or services.

The Client will generally be responsible for such costs unless expressly included in our agreed fees.

12. Taxes and Currency

Fees, taxes, duties, withholding obligations, currency conversion costs, banking charges, and other transaction-related costs will be handled as specified in the applicable Service Agreement and as required by applicable law.

Unless expressly stated otherwise, third-party advertising spend and third-party platform charges are separate from our professional service fees.

Where applicable, the Client is responsible for providing any information reasonably required for invoicing or tax documentation.

13. SEO and Digital Marketing Disclaimer

Digital marketing involves variables that no service provider can completely control.

We do not guarantee:

specific search engine rankings;
first-page rankings;
a particular position in Google or another search engine;
a specific amount of organic traffic;
a specific number of leads;
a specific number of phone calls;
a specific number of form submissions;
a particular conversion rate;
advertising performance;
a specific cost per lead;
a specific return on advertising spend;
sales;
revenue;
profit; or
any other specific business outcome,

unless a specific guarantee is expressly included in a written Service Agreement.

SEO and advertising performance may be affected by search engine algorithms, competition, website quality, market demand, advertising auctions, platform policies, budgets, seasonality, consumer behavior, economic conditions, Client operations, sales processes, technical issues, and many other factors.

Past performance, case studies, examples, estimates, forecasts, or projections are not guarantees of future results.

14. Advertising Performance

Paid advertising results can vary significantly based on budget, competition, audience, creative assets, landing pages, offers, tracking accuracy, market conditions, platform changes, and other factors.

We may make recommendations intended to improve campaign performance, but we cannot guarantee that an advertising platform will approve an advertisement, maintain an account, deliver a particular number of impressions or clicks, or generate a particular number of leads or sales.

The Client remains responsible for its products, services, pricing, offers, sales process, fulfillment, customer service, and business operations.

15. Analytics and Conversion Tracking

Where analytics, tracking, attribution, pixels, tags, CRM integrations, or similar services are provided, we will make reasonable efforts to implement or manage them according to the agreed scope.

However, tracking may be affected by:

browser restrictions;
cookie limitations;
privacy settings;
ad blockers;
platform changes;
website changes;
CRM configuration;
consent mechanisms;
technical failures;
data discrepancies; and
Third-Party Platform limitations.

Analytics and reporting data should therefore be treated as measurement information rather than an absolute representation of every user interaction or business transaction.

16. Third-Party Platforms and Services

Our Services may depend on Third-Party Platforms, including Google, Meta/Facebook, LinkedIn, Microsoft, advertising networks, hosting companies, CRM providers, analytics platforms, email providers, website platforms, and other external services.

Third-Party Platforms are controlled by their respective providers and are subject to their own terms, policies, algorithms, technical systems, and availability.

We are not responsible for:

platform outages;
service interruptions;
algorithm changes;
policy changes;
account suspensions;
account restrictions;
advertising disapprovals;
technical failures;
data loss caused by third-party systems;
changes to APIs or platform functionality;
changes to pricing or platform fees; or
other actions or failures of Third-Party Platforms.

Where appropriate, we may assist the Client in responding to a third-party issue, but such assistance does not guarantee restoration of an account, advertisement, ranking, feature, or service.

17. Client-Provided Materials

The Client retains responsibility for materials it provides to us.

The Client represents, to the extent applicable, that it has the necessary rights, permissions, licenses, and authority to provide and authorize our use of Client Materials for the purposes of performing the Services.

The Client should not provide materials that:

infringe another person’s intellectual property rights;
violate applicable law;
contain unlawful or fraudulent claims;
contain malicious software; or
otherwise create an unreasonable legal or technical risk.

We may reasonably rely on information supplied by the Client unless we have reason to believe it is inaccurate or inappropriate.

18. Intellectual Property

18.1 Client-Owned Materials

The Client retains ownership of its pre-existing trademarks, logos, photographs, videos, product information, proprietary materials, data, and other materials supplied by the Client.

Nothing in these Terms transfers ownership of the Client’s pre-existing intellectual property to us.

18.2 Agency Materials

We retain ownership of our pre-existing materials, methodologies, processes, templates, systems, know-how, frameworks, tools, techniques, strategies, and other intellectual property developed independently of the Client engagement.

18.3 Deliverables

Unless otherwise stated in the applicable Service Agreement, upon full payment of all applicable fees, the Client will receive the rights to use final Deliverables specifically created for the Client as agreed for the applicable project.

Where appropriate, ownership may be transferred or a license may instead be granted, depending on the nature of the Deliverable and the applicable agreement.

We do not transfer ownership of:

third-party materials;
third-party software;
stock assets subject to separate licenses;
proprietary tools;
reusable templates;
internal methodologies;
pre-existing intellectual property; or
materials that we are not legally permitted to transfer.

18.4 Third-Party Materials

Third-party materials remain subject to the licenses and terms imposed by their respective owners or providers.

The Client is responsible for complying with applicable license restrictions relating to third-party materials provided to or used for the Client.

19. Portfolio and Marketing Use

Unless otherwise agreed in writing, we may identify the Client as a client and reference publicly available information about the engagement for general business and portfolio purposes.

We will not intentionally disclose confidential information for promotional purposes.

If the Client requires that its name, logo, results, case study, or project information not be used for promotional purposes, the parties may agree to appropriate restrictions in writing.

20. Confidentiality

Each party may receive confidential or proprietary information belonging to the other party.

Each party agrees to use reasonable care to protect confidential information and to use it only for purposes connected with the applicable business relationship.

Confidential information does not generally include information that:

is publicly available through no breach of confidentiality;
was already lawfully known to the receiving party;
is independently developed without using confidential information; or
is lawfully received from another source without a confidentiality obligation.

A party may disclose confidential information where required by applicable law, regulation, court order, or governmental authority, subject to any legally permitted notice requirements.

21. No Legal, Financial, or Regulatory Advice

Our Services are marketing services and are not legal, tax, accounting, financial, or regulatory advice.

The Client remains responsible for obtaining professional advice regarding matters such as:

advertising claims;
industry regulations;
contracts;
taxes;
privacy;
consumer protection;
intellectual property;
employment matters;
construction or building regulations; and
other legal or regulatory requirements applicable to its business.

22. Termination

Either party may terminate a Client engagement in accordance with the termination provisions contained in the applicable Service Agreement.

If no specific termination provision has been agreed, either party may request termination by providing reasonable written notice, subject to any applicable law and outstanding contractual obligations.

We may terminate or suspend Services where reasonably necessary because of:

material non-payment;
unlawful or fraudulent activity;
misuse of our Services;
material breach of the applicable agreement;
conduct creating a significant legal, security, or reputational risk; or
circumstances that make continued performance reasonably impracticable.

Where appropriate, we may provide an opportunity to remedy a material breach before termination.

23. Effect of Termination

Following termination:

outstanding fees for Services already performed become payable according to the applicable agreement;
approved or completed Deliverables will be handled according to the applicable payment and ownership terms;
Client access and account permissions may be removed where appropriate;
ongoing campaigns or Services may be paused or discontinued;
each party should return or appropriately handle confidential information where required;
third-party subscriptions or services may remain subject to their respective provider terms; and
provisions intended by their nature to survive termination will continue to apply.

Termination does not automatically eliminate payment obligations already incurred.

24. Cancellations and Refunds

Cancellation and refund rights will be determined by the applicable Service Agreement, proposal, invoice, or other written agreement, together with applicable law.

Unless otherwise agreed in writing, fees for Services already performed, approved work, completed Deliverables, non-refundable third-party costs, and advertising spend already incurred may not be refundable.

If a project is cancelled before completion, any refund or outstanding balance will be determined based on the work performed, costs incurred, applicable contractual terms, and applicable law.

No refund provision in these Terms is intended to limit any rights that cannot lawfully be excluded or waived.

25. Limitation of Liability

To the maximum extent permitted by applicable law, [Agency Name] and [Legal/Business Name] will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, business opportunities, goodwill, anticipated savings, or data arising from or related to the Services.

To the extent permitted by applicable law, our aggregate liability arising from a Client engagement will be limited to the fees actually paid by the Client to us for the Services giving rise to the claim during the applicable period specified in the relevant Service Agreement, or, if no such period is specified, another reasonable limitation agreed between the parties.

Nothing in these Terms is intended to exclude or limit liability that cannot legally be excluded or limited under applicable law.

26. Indemnification

To the extent permitted by applicable law, the Client agrees to defend, indemnify, and hold harmless [Agency Name], [Legal/Business Name], and their applicable representatives from third-party claims, losses, liabilities, damages, and reasonable costs arising from:

Client Materials supplied by the Client;
the Client’s products or services;
the Client’s business operations;
information or claims supplied or approved by the Client;
the Client’s violation of applicable law or third-party rights; or
the Client’s material breach of the applicable agreement.

This provision does not apply to the extent a claim results from our own fraud, willful misconduct, or other conduct for which liability cannot legally be shifted to the Client.

27. Cross-Border Services

[Legal/Business Name] is based in India and may provide Services remotely to Clients located in the United States and Canada.

The parties acknowledge that a Client engagement may involve cross-border communications, payments, data transfers, Third-Party Platforms, and other international business activities.

Nothing in these Terms is intended to state that Indian, U.S., Canadian, state, provincial, or other laws automatically govern every Client relationship.

The governing law, venue, jurisdiction, dispute-resolution process, tax treatment, and other legal matters may depend on the applicable Service Agreement, the parties’ circumstances, and applicable law.

Where appropriate, these matters should be expressly addressed in the applicable Service Agreement.

28. Dispute Resolution

The parties will make reasonable efforts to resolve disputes through good-faith communication before initiating formal proceedings, where appropriate.

If a dispute cannot be resolved informally, it will be handled according to the dispute-resolution provisions contained in the applicable Service Agreement.

If the Service Agreement does not specify dispute-resolution procedures, disputes will be addressed according to applicable law and any applicable jurisdictional rules.

Governing Law/Jurisdiction, if applicable: [Governing Law/Jurisdiction, if applicable]

Nothing in this section prevents either party from seeking urgent or legally available relief where necessary to protect its rights.

29. Electronic Communications and Acceptance

The parties may communicate by email, online platforms, project-management systems, electronic documents, electronic signatures, or other electronic means.

Where legally valid, electronic approvals, confirmations, signatures, and communications may constitute evidence of the parties’ agreement or authorization.

The Client is responsible for ensuring that persons providing approvals on its behalf have appropriate authority to do so.

30. Website Content and Accuracy

We make reasonable efforts to provide useful and accurate information on the Website.

However, Website content may contain errors, omissions, outdated information, or general information that does not apply to every business or situation.

Website content is provided for general informational purposes and should not be treated as professional legal, financial, tax, or regulatory advice.

We may update or change Website content at any time without necessarily providing individual notice.

31. Third-Party Website Links

The Website may contain links to websites, platforms, tools, or resources operated by third parties.

These links are provided for convenience or informational purposes.

We do not control third-party websites and are not responsible for their:

content;
availability;
security;
privacy practices;
terms;
products;
services; or
accuracy.

Visiting a third-party website is subject to that third party’s own terms and policies.

32. Force Majeure

Neither party will be responsible for failure or delay in performing an obligation to the extent caused by circumstances reasonably beyond its control.

Such circumstances may include, where applicable:

natural disasters;
severe weather;
war;
terrorism;
civil unrest;
government actions;
internet or telecommunications failures;
widespread technology failures;
cyber incidents affecting critical infrastructure;
power outages;
labor disruptions;
epidemics or pandemics;
major Third-Party Platform outages; or
other events beyond the affected party’s reasonable control.

The affected party should make reasonable efforts to resume performance when circumstances permit.

33. Assignment

Neither party may assign its rights or obligations under a Service Agreement in a manner that materially changes the other party’s obligations without appropriate notice or consent, except where such assignment is permitted by the applicable agreement or law.

We may use qualified subcontractors, contractors, or service providers where reasonably necessary to perform the Services, while remaining responsible for the Services we have agreed to provide, subject to the applicable agreement.

34. Waiver

A failure or delay by either party to enforce a provision of these Terms does not automatically constitute a waiver of that provision or the right to enforce it later.

Any waiver should be made in a manner recognized as valid under applicable law.

35. Severability

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, that provision will be interpreted or modified to the extent reasonably necessary to make it enforceable, where legally permitted.

If it cannot be made enforceable, the remaining provisions will continue to apply to the extent permitted by applicable law.

36. Entire Agreement

For Website use, these Terms constitute the general agreement governing your use of the Website, together with any other Website-specific terms expressly incorporated into them.

For Client engagements, these Terms and the applicable proposal, SOW, Service Agreement, invoice, or other written agreement constitute the agreement between the parties concerning the applicable Services.

A written Service Agreement may supplement, replace, or modify these Terms where expressly agreed.

37. Changes to These Terms

We may update these Terms from time to time to reflect changes to our Website, Services, business practices, or legal requirements.

The updated version will be posted on the Website with a revised “Last Updated” date.

For Website users, continued use of the Website after updated Terms are posted may constitute acceptance of the updated Terms to the extent such acceptance is legally effective.

For existing Clients, changes to these Website Terms will not automatically modify a separate signed Service Agreement unless the applicable agreement expressly permits such modification or the parties otherwise agree.

Material changes to Client-specific commercial terms should be addressed through the applicable Service Agreement or other appropriate written agreement.

38. Website Terms vs. Client Service Agreements

These Terms serve two related but distinct purposes.

Website Use

The Website provisions govern general access to and use of [Website URL].

Client Services

Actual Client engagements may be governed by a separate proposal, SOW, Service Agreement, invoice, or other written agreement containing project-specific terms.

Entering into a Client engagement does not necessarily mean that every Website provision applies in the same manner to that engagement. Where a specific Service Agreement addresses a particular matter, that agreement will generally control that matter.

39. No Employment, Partnership, or Agency Relationship

Unless expressly agreed otherwise in writing, the relationship between [Agency Name] and the Client is that of independent service provider and Client.

Nothing in these Terms is intended to create an employment relationship, partnership, joint venture, franchise, or general agency relationship between the parties.

Neither party has authority to bind the other except where expressly authorized in writing.

40. No Guarantee of Continuous Availability

We may make reasonable efforts to maintain the Website and provide Services according to agreed schedules.

However, we do not guarantee that the Website, Services, communications, or related systems will always be available, uninterrupted, secure, or error-free.

Scheduled maintenance, technical problems, internet disruptions, Third-Party Platform failures, and other circumstances may affect availability.

41. Prohibited Client Activities

The Client must not knowingly use our Services to create, promote, distribute, or facilitate unlawful, fraudulent, deceptive, malicious, or abusive activities.

We may decline or discontinue Services where we reasonably believe that requested activities may expose us to significant legal, ethical, security, or reputational risk.

Where appropriate, we may request clarification or modification of a proposed campaign, advertisement, claim, or other activity before proceeding.

42. Professional Judgment

Digital marketing recommendations involve professional judgment and may change as new information becomes available.

We may recommend changes to campaigns, budgets, targeting, content, SEO strategies, websites, tracking systems, or other marketing activities based on available information.

The Client remains responsible for making final business decisions unless otherwise expressly agreed.

43. No Reliance on Website Examples

Any examples, case studies, testimonials, statistics, screenshots, forecasts, or results presented on the Website are provided for illustrative or informational purposes.

Individual results will vary.

Past results do not establish or guarantee future performance.

44. Contact Information

Questions regarding these Terms may be directed to:

[Agency Name]
Legal/Business Name: [Legal/Business Name]
Business Address: [Business Address]
Email: [Email Address]
Phone: [Phone Number]
Website: [Website URL]

45. Acceptance

By using [Website URL], you acknowledge that you have read and understood these Terms and agree to be bound by the Website provisions to the extent legally applicable.

If you engage [Agency Name] for paid Services, the terms of the applicable proposal, SOW, Service Agreement, invoice, and these Terms, as applicable, will govern the Client relationship.

If you do not agree with the applicable Terms, please do not use the Website or engage us for Services.

Last Updated: [Last Updated Date]