Terms of Service

1. Agreement

By accessing https://digitalincorporates.com you agree to these Terms of Service. If you do not agree, please do not use the site. Where you engage us for services, the signed proposal or statement of work (“SOW”) governs, and these terms apply to the extent they do not conflict with it.

2. Services

We provide digital marketing, design and development services as described in an SOW. Deliverables, timelines, fees and scope are defined there. Anything not expressly included in the SOW is out of scope and will be quoted separately.

3. Fees and payment

• Retainer fees are invoiced monthly in advance and are due on receipt unless the SOW states otherwise.
• Project fees are typically 50% on commencement and 50% on delivery.
• Advertising spend is separate from our fees and is billed directly to you by the advertising platform. We apply no markup or commission.
• Invoices unpaid after 15 days may incur interest at 1.5% per month or the maximum permitted by law, and we may pause work until the account is current.
• Fees are exclusive of applicable sales tax, which will be added where required.

4. Term and termination

Retainers begin with an initial 90-day commitment and continue month to month thereafter. Either party may terminate on 30 days written notice after the initial term. Fees for the notice period remain payable. We may suspend or terminate immediately for non-payment or material breach.

5. Client responsibilities

You agree to provide timely access to accounts, assets and approvals; to ensure all materials you supply do not infringe third-party rights; and to comply with the policies of advertising platforms. Delays in access, approvals or content may shift timelines and are not grounds for fee reduction.

6. Intellectual property

On full payment, you own all final deliverables produced specifically for you, including creative files, copy and campaign assets. We retain ownership of our pre-existing tools, frameworks, templates and know-how, and we grant you a perpetual, non-exclusive licence to use them within the deliverables. Ad accounts, analytics properties and domains remain yours throughout.

We may reference your brand name and anonymised performance results in our portfolio and case studies unless you ask us in writing not to.

7. Confidentiality

Each party will keep the other's non-public information confidential and use it only to perform under the SOW. This obligation survives termination for three years.

8. No guarantee of results

Marketing results depend on factors outside our control, including market conditions, competition, platform algorithms, your product, pricing and sales process. Past results described on this site relate to specific clients and are not a promise of comparable outcomes. We do not guarantee any particular ranking, traffic volume, conversion rate, cost per acquisition or return on ad spend.

9. Third-party platforms

Our services depend on third-party platforms such as Google, Meta, Shopify and analytics vendors. We are not responsible for their outages, policy changes, account suspensions or pricing changes, although we will work with you to resolve issues promptly.

10. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits or revenue. Our total aggregate liability arising out of or relating to the services is limited to the fees you paid us in the three months preceding the event giving rise to the claim. Nothing limits liability for fraud, wilful misconduct or any liability that cannot be excluded by law.

11. Indemnity

You will indemnify us against claims arising from materials you supply, from your products or services, or from your breach of these terms or of platform policies.

12. Acceptable use of this website

You may not attempt to gain unauthorised access to any part of the site, interfere with its operation, scrape it at scale, or use it to transmit unlawful or harmful content.

13. Governing law and disputes

These terms are governed by the laws of the State of Delaware, without regard to conflict-of-law rules. The parties will attempt to resolve disputes in good faith for 30 days. Unresolved disputes will be heard exclusively in the state or federal courts located in Delaware, and both parties consent to that jurisdiction.

14. Changes

We may update these terms. Continued use of the site after changes are posted constitutes acceptance. Changes do not alter a signed SOW.

15. Contact

Questions about these terms: hello@digitalincorporates.com.

This document is a template for a US marketing agency and is not legal advice. Have counsel review and adapt it to your entity, state and services before use.