Terms and Conditions

1. Acceptance of Terms

By engaging SMM Co. (also referred to as "SMM" or "Scale My Marketing" and collectively as the "Agency," "we," "us," or "our") for web development, lead generation, or any related digital marketing services (collectively, the "Services"), you ("Client" or "you") agree to be bound by these Terms and Conditions ("T&C"). These T&Cs govern the contractual relationship between the Agency and the Client.

2. Services & Scope of Work

2.1. Description of Services: The Agency agrees to provide the Services outlined in a separate, written Service Agreement or Statement of Work (SOW), which, upon execution, shall be incorporated into and governed by these T&C. Services may include, but are not limited to: Web Development, SEO, Content Marketing, Email Marketing, Lead Generation, and Administrative Support.

2.2. Changes to Scope: Any requests by the Client for changes or additions to the agreed upon scope of work must be submitted in writing. The Agency will provide a corresponding change order outlining adjustments to the timeline, fees, and deliverables. No changes shall be binding unless agreed upon and executed by both parties.

3. Fees, Billing, and Payments

3.1. Pricing Model: Fees for the Services will be clearly defined in the respective SOW. The Agency primarily operates on a monthly retainer or fixed project fee basis, depending on the service.

3.2. Payment Terms: The Client agrees to pay all invoiced amounts within fourteen (14) days of the invoice date. Unless otherwise specified in the SOW, monthly retainer fees are due in advance of the service period.

3.3. Late Payments: The Agency reserves the right to suspend Services if payment is not received by the due date. We explicitly do not charge interest rate on late payments.

3.4. Expenses: The Client is responsible for reimbursing the Agency for any approved third-party expenses necessary for the completion of the Services, including but not limited to platform subscriptions, stock photography licenses, or ad spend budgets.

4. Term, Termination, and Cancellation

4.1. Term: Unless specified in the SOW, the contractual relationship begins on the execution date of the SOW and continues on a month-to-month basis.

4.2. Termination without Cause (No Contract Model): Consistent with our unique selling point of no long-term contracts, either the Client or the Agency may terminate the agreement for any reason by providing thirty (30) days written notice to the other party.

4.3. Termination for Cause: Either party may terminate the agreement immediately upon written notice if the other party breaches any material term of this T&C or the SOW and fails to cure such breach within ten (10) days of receiving notice.

4.4. Post-Termination: Upon termination, the Client agrees to pay the Agency for all Services rendered up to the effective termination date. The Agency will cooperate in the orderly transfer of all client-owned assets, data, and active campaigns.

5. Client Responsibilities

The Client agrees to:

Provide timely access to all necessary accounts, data, content, and information (e.g., website CMS, analytics, CRM).
Approve all deliverables and provide feedback in a timely manner to keep the project on schedule.
Ensure that all content, materials, and trademarks provided to the Agency are legally owned or licensed by the Client.

6. Intellectual Property (IP) & Ownership

6.1. Client IP: All content, materials, trademarks, and pre-existing intellectual property provided by the Client remain the exclusive property of the Client.

6.2. Agency IP (Deliverables): Upon the Client's final payment for the Services, all custom deliverables created by the Agency for the Client (e.g., website code, final content, ad copy, design files) shall become the exclusive property of the Client.

6.3. Agency Tools & Methods: The Agency retains ownership of all proprietary software, tools, methodologies, and general know-how utilized in providing the Services.

7. Confidentiality

Both the Agency and the Client agree to treat all business information and data exchanged during the course of the engagement as strictly confidential and shall not disclose it to any third party, except as required by law.

8. Disclaimers and Limitation Liability

8.1. No Guarantee: The Client acknowledges that due to the dynamic nature of digital marketing (e.g., search engine algorithm changes, market fluctuations), the Agency cannot guarantee specific rankings, conversion rates, or sales results. The Agency guarantees only its best efforts and the quality of its professional work.

8.2. Limitation of Liability: To the maximum extent permitted by law, the Agency shall not be liable for any indirect, incidental, or consequential damages (including loss of profits or data) arising out of or in connection with these T&C or the Services. The total cumulative liability of the Agency shall not exceed the total fees paid by the Client to the Agency for the last month immediately preceding the event giving rise to the claim.

9. Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions.

10. Contact Information

If you have any questions about these Terms & Conditions, please contact us at: legal@scalemymarketing.io