Effective Date: 2025
These Terms and Conditions (“Agreement”) govern the relationship between [Agency Name], a [Legal Entity Type] located at [Agency Address] (“Agency”), and the client (“Client”) receiving advertising, marketing, creative, or related services from the Agency.
1. Services Provided
The Agency agrees to provide marketing, advertising, creative design, media planning/buying, branding, and/or consulting services as outlined in the agreed Scope of Work (“SOW”) or Proposal.
2. Fees and Payment
- All fees will be outlined in the SOW or Proposal and are payable in [e.g., 30] days from the invoice date unless otherwise agreed in writing.
- Late payments may incur a late fee of [e.g., 1.5%] per month on any unpaid balance.
- The Client agrees to reimburse the Agency for any reasonable out-of-pocket expenses pre-approved by the Client.
3. Term and Termination
- This Agreement will begin on the Effective Date and continue until terminated by either party with [e.g., 30 days] written notice.
- The Agency may terminate immediately if the Client breaches any material term of this Agreement and fails to cure such breach within [10] days of notice.
- Upon termination, all unpaid fees will become immediately due, and any ongoing projects may be paused or discontinued.
4. Intellectual Property
- All original creative work produced by the Agency and paid for in full by the Client shall be the property of the Client.
- The Agency retains the right to use work for self-promotion unless the Client requests in writing not to do so.
- Third-party assets (e.g., stock images, fonts, software) used in the project are subject to their respective licenses and may not be transferred to the Client without appropriate rights.
5. Client Responsibilities
The Client agrees to:
- Provide all required information, feedback, and approvals in a timely manner;
- Secure necessary rights and permissions for any materials provided to the Agency;
- Be solely responsible for the accuracy, completeness, and legality of all materials submitted for advertising.
6. Confidentiality
Both parties agree to keep confidential all proprietary or confidential information shared in the course of the engagement, unless required by law or with prior written consent.
7. Limitation of Liability
- The Agency will not be liable for indirect, incidental, or consequential damages arising from or related to services provided.
- The Agency’s total liability under this Agreement will not exceed the total fees paid by the Client in the [3] months prior to the claim.
8. Non-Solicitation
The Client agrees not to solicit or hire any employee or contractor of the Agency for a period of [12 months] following termination of this Agreement.
9. Force Majeure
The Agency shall not be liable for any delay or failure in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, war, pandemic, or governmental restrictions.
10. Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of the State of [Insert State/Country]. Any disputes arising shall be resolved through mediation or arbitration before seeking legal action.
11. Entire Agreement
This Agreement, including any signed Proposals or SOWs, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.
12. Amendments
No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties.
DSC360 Design Scope Chile Ltda.
Advertising Agency Terms and Conditions
(For Digital Marketing, Google Ads, Meta Ads, and Performance-Based Campaigns)
Effective Date: 2025
These Terms and Conditions (“Agreement”) are entered into by and between [Agency Name], a [Legal Entity Type] located at [Agency Address] (“Agency”), and the client receiving digital marketing, advertising, creative, or media services (“Client”). This Agreement governs the provision of services as outlined in one or more Scopes of Work (SOW) or Proposals.
1. Scope of Services
The Agency will provide digital advertising services, which may include:
- Media planning and buying on platforms such as Google Ads, Meta (Facebook/Instagram) Ads, TikTok Ads, etc.;
- Performance marketing (PPC, paid social, programmatic);
- SEO/SEM strategy;
- Conversion tracking and reporting;
- Ad creative production and optimization;
- Campaign management and optimization;
- Consulting on digital strategy.
Details will be outlined in the signed SOW or Proposal.
2. Fees, Payments & Media Spend
- Service Fees: The Client agrees to pay the Agency a monthly management fee, fixed project rate, or retainer as specified in the SOW.
- Media Spend: Media spend is paid directly by the Client to the advertising platforms unless otherwise stated. The Agency is not responsible for paying advertising fees on behalf of the Client unless explicitly agreed upon in writing.
- Payment Terms: Invoices are due within [15/30] days of issue. Late payments may incur interest at [1.5%] per month.
- Performance Bonus (Optional): If outlined in the SOW, the Agency may be entitled to a bonus based on achieving performance goals (e.g., ROAS, leads, CPL).
3. Performance Metrics and KPIs
- The Agency will track and report performance based on mutually agreed key performance indicators (KPIs).
- The Client understands that while the Agency uses best practices, results are not guaranteed due to variables beyond the Agency’s control (e.g., platform changes, competition, seasonality).
- The Client is responsible for ensuring tracking tools (e.g., Google Analytics, Meta Pixel, CRM) are implemented properly unless the Agency is retained to do so.
4. Platform-Specific Policies
- The Client agrees to comply with advertising policies set by platforms such as Google, Meta, TikTok, LinkedIn, etc.
- The Agency is not liable for account suspensions or policy violations caused by Client-provided content or business practices.
- The Client must provide all necessary account access, ad budgets, and permissions in a timely manner.
5. Intellectual Property
- All original creative assets produced by the Agency and paid for in full become the property of the Client.
- The Agency retains a perpetual, non-exclusive license to use work for portfolio and promotional purposes unless otherwise agreed in writing.
- Third-party tools, licensed media, or proprietary platform data remain subject to their respective terms and are not owned or controlled by the Agency.
6. Confidentiality & Non-Disclosure (NDA)
- Both parties agree to keep all non-public business, marketing, and technical information confidential.
- Confidential information shall not be shared with third parties without written consent unless required by law.
- These obligations survive for [2 years] after termination of the Agreement.
7. Client Responsibilities
The Client agrees to:
- Provide accurate and timely access to necessary accounts and platforms;
- Deliver all required branding assets and product/service details;
- Review and approve deliverables promptly;
- Be solely responsible for the legality of advertising claims, offers, and representations.
8. Term & Termination
- This Agreement remains in effect until terminated by either party with [30 days’] written notice.
- If the Client terminates without cause during an active campaign period, the Client is responsible for all work completed to date, plus any platform fees incurred.
- Upon termination, Agency will return or destroy all confidential Client materials upon request.
9. Limitation of Liability
- The Agency shall not be liable for indirect, incidental, or consequential damages.
- Total liability is limited to the total fees paid by the Client within the three (3) months prior to the claim.
- The Agency does not guarantee performance results (e.g., clicks, sales, ROAS), and assumes no liability for platform outages or policy changes.
10. Force Majeure
Neither party shall be liable for delays or failure to perform due to circumstances beyond their reasonable control, including but not limited to platform disruptions, acts of God, regulatory changes, or labor disputes.
11. Non-Solicitation
During the term of this Agreement and for twelve (12) months thereafter, the Client shall not directly or indirectly solicit, hire, or retain any employee, contractor, or consultant of the Agency.
12. Governing Law & Dispute Resolution
This Agreement shall be governed by and construed under the laws of the State of [Insert Jurisdiction].
- Parties agree to attempt mediation before initiating arbitration or litigation.
- Venue shall be [Insert City/State].
13. Entire Agreement & Amendments
This Agreement, including any signed Proposals or SOWs, constitutes the full understanding between the parties.
No amendments shall be binding unless in writing and signed by both parties.