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Terms of Service

These Terms of Service (“Terms”) govern the relationship between Spotlight Marketing (“we,” “us,” or “our”) and the client (“Client” or “you”) regarding the marketing, funnel optimization, and consulting services (“Services”) we provide. By engaging our Services, you acknowledge and agree to these Terms.

Definitions

  • Services: Refers to all marketing consultancy, funnel optimization, advertising management, analytics reporting, creative or strategic advice, and any related deliverables offered by Spotlight Marketing.
  • Agreement: These Terms, along with any signed proposal, statement of work (“SOW”), or contract, constitute the entire agreement between the parties.
Scope of Services
  • Description: We will provide the Services detailed in the signed proposal, contract, or SOW, which may include campaign strategy, ad creation, landing page development, CRM setup, etc.
  • Customization: Our Services are tailored to meet specific client needs. Any additional services outside the original scope require a separate agreement or addendum.
  • One-Client-Per-Quarter Policy: We reserve the right to limit our client intake each quarter to ensure focused attention and premium service delivery.
  • Collaboration: The Client agrees to provide timely access to relevant materials, data, and personnel.
  • Timeline: Project timelines, milestones, and deadlines will be outlined in the proposal or contract. Delays by the Client may affect Service timelines.
  • Revisions & Feedback: We offer up to [X] rounds of revisions (as specified in your contract) on deliverables. Additional requests may incur extra fees.
  • No Guarantee of Results: While we use proven strategies to maximize direct bookings, we cannot guarantee specific outcomes (e.g., exact revenue increases or booking numbers). Market conditions, seasonality, and external factors can influence performance.
  • Data & Analytics: We use tracking tools to evaluate campaign success. We’ll provide the Client with regular reports; however, the accuracy of third-party analytics platforms (Google Ads, Meta Ads Manager, etc.) is outside our control.
  • Fees: The Client shall pay fees as outlined in the signed agreement, which may include a monthly retainer, fixed project fees, or a hybrid model.
  • Invoicing Schedule: Invoices are typically issued [monthly/quarterly/upon milestones], with payment due within [X] days of receipt.
  • Late Payments: Unpaid balances after the due date may incur interest at a rate of [X% per month]. We reserve the right to suspend or terminate Services if invoices remain unpaid.
  • Refunds: Payments made are non-refundable except as mandated by law or explicitly stated in the contract.
  • Definition: Both parties agree to protect confidential information shared during the engagement, including but not limited to business strategies, financials, or proprietary techniques.
  • Usage Restrictions: Neither party will disclose or use the other’s confidential information except to perform obligations under these Terms.
  • Exceptions: Confidentiality obligations do not apply to information that is or becomes public, was already in possession without obligation, is obtained lawfully from a third party, or is required to be disclosed by law or court order.
  • Ownership of Work:
    • Pre-Existing IP: Each party retains ownership of IP it developed prior to or outside this Agreement.
    • Deliverables: Subject to full payment of fees, the Client obtains a non-exclusive, royalty-free license to use final deliverables (ad copy, landing page content, etc.) for the agreed purpose.
  • Use of Trademarks & Logos: We may request permission to feature the Client’s name or logo in our portfolio or marketing materials, but will do so only with written consent.
  • Timely Information & Approvals: The Client must provide necessary content, feedback, and approvals within agreed timelines to avoid project delays.
  • Compliance with Laws: The Client warrants that all materials provided (including images, text, etc.) do not infringe upon third-party rights and comply with applicable laws.
  • Hosting & Third-Party Services: If the project scope includes website hosting or usage of third-party tools, the Client agrees to abide by those providers’ terms and is responsible for associated fees.
  • Mutual Warranties: Each party represents it has the right to enter into this Agreement and fulfill its obligations.
  • Disclaimer: Except as expressly stated, we provide the Services “as is.” To the extent permitted by law, we disclaim all warranties, whether express, implied, or statutory, including any implied warranties of merchantability or fitness for a particular purpose.
  • Consequential Damages: Under no circumstances shall either party be liable for indirect, incidental, special, or consequential damages (e.g., lost profits, business interruption).
  • Maximum Liability: Our total liability for any claim arising under this Agreement shall not exceed the fees actually paid to us by the Client during the [X-month/one-year] period preceding the claim.
  • Term: The engagement begins on the Effective Date and continues until completion of Services or as stated in the contract.
  • Termination for Convenience: Either party may terminate with [X days’] written notice. The Client remains liable for fees for Services rendered up to termination.
  • Termination for Breach: If a material breach is not cured within [X days] of written notice, the non-breaching party may terminate immediately.
  • Governing Law: These Terms are governed by the laws of [jurisdiction], without regard to conflict-of-law principles.
  • Dispute Resolution: The parties agree to attempt informal resolution before pursuing litigation. If unresolved, disputes shall be brought in the courts of [appropriate jurisdiction].

Neither party shall be liable for delays or failure to perform caused by events beyond their reasonable control, including natural disasters, labor disputes, governmental actions, or technical issues beyond their control.

We operate as an independent contractor, not an employee, partner, or joint venture of the Client. Nothing in these Terms shall be construed to create a partnership or any other relationship.

We may update these Terms from time to time. If we make significant changes, we will notify clients via email or post a notice on our website. Continued use of the Services after changes become effective constitutes acceptance of the revised Terms.

  • Entire Agreement: These Terms, along with any executed proposal or contract, form the entire agreement between the parties and supersede all prior discussions or agreements.
  • Severability: If any provision is deemed invalid, the remainder of the Terms shall remain in full force and effect.

These Terms of Service aim to clarify both parties’ obligations and reduce misunderstandings. By engaging our Services, you affirm that you have read, understood, and agree to abide by these Terms.

If you have any questions about the specifics or need more details, please reach out before proceeding.

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