Terms of Service
1. Acceptance of Terms
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client") and Walsh And Doran Enterprises LLC ("Agency," "we," "us"). By engaging our digital marketing services ("Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms and our associated Service Agreement or Proposal.
2. Scope of Services
The Agency shall provide the Client with the digital marketing services specified in the Service Agreement. The scope, timelines, and deliverables will be detailed therein. Any services requested outside this scope will be considered a new project and will require a separate agreement or addendum.
3. Fees and Payment
Service Fees: The Client agrees to pay the fees for the Services as outlined in the Service Agreement. Fees are typically billed on a recurring monthly basis and are due in advance of the service period.
Ad Spend: All advertising budgets ("Ad Spend") for platforms like Google Ads, Meta, etc., are the exclusive responsibility of the Client. Ad Spend is paid directly by the Client to the ad platform. Our service fees are separate from this Ad Spend.
Late Payments: Invoices not paid by the due date may incur a late fee and may result in a temporary suspension of all Services until the outstanding balance is settled.
4. Client Obligations
The Client shall provide the Agency with timely access to all necessary materials, data, and accounts required to perform the Services. This includes, but is not limited to, website access, analytics accounts, ad platform accounts, and brand assets. The Client warrants that all materials provided to the Agency are owned by the Client or that the Client has the right to use them.
5. Confidentiality
Both parties agree to treat all non-public information received from the other party as confidential. The Agency's use of confidential Client data is strictly governed by our Privacy Policy. This obligation of confidentiality will survive the termination of our agreement.
6. Intellectual Property Rights
Client Ownership: The Client shall own all final, delivered creative assets, ad copy, and content ("Deliverables") produced by the Agency specifically for the Client, upon receipt of full payment for the associated Services.
Agency Ownership: The Agency retains ownership of all its proprietary strategies, methodologies, processes, tools, and pre-existing materials used to create the Deliverables. The Agency also retains a non-exclusive right to display the work in its portfolio.
7. Termination
Either party may terminate the Service Agreement by providing written notice as specified in the agreement (typically 30 days). Upon termination, the Client is obligated to pay for all Services rendered up to the effective date of termination. The Agency will provide reasonable cooperation to facilitate a smooth transition.
8. Limitation of Liability and Disclaimer
The Agency will perform its Services with a professional standard of care. However, as further detailed in our Disclaimer, we do not guarantee specific outcomes or results. In no event shall the Agency's total liability for any claims arising from the Services exceed the total fees paid by the Client to the Agency during the three (3) months prior to the claim.
9. Governing Law
These Terms shall be governed and interpreted in accordance with the laws of the jurisdiction where Walsh And Doran Enterprises LLC is legally established, without regard to its conflict of law principles.