These T&Cs typically apply to all users of your website and all clients who engage your services, serving as the master agreement.
Acceptance of Terms
- Agreement to Be Bound: A clear statement that by accessing your website, using your services, or signing any service agreement, the user agrees to be bound by these Terms and Conditions.
- Updates and Changes: A clause reserving the Company's right to update or change the Terms at any time, with continued use constituting acceptance of the new terms.
Services and Scope
- General Description: A high-level description of your business (e.g., providing digital marketing and search engine optimization services, particularly for the real estate industry).
- Service-Specific Agreements: A clause stating that for all paid services (like SEO, content, PPC), the specific details, deliverables, pricing, and timelines will be governed by a separate, signed Proposal or Service Agreement, which is incorporated into and subject to these general Terms.
Client Obligations and Conduct
- Compliance: The Client agrees to comply with all applicable laws and regulations in their use of the services.
- Provision of Information: The Client agrees to provide accurate, complete, and timely information and materials as reasonably required for the performance of the Services.
- Unacceptable Content/Activities: A list of prohibited actions (e.g., using the service for illegal or fraudulent activities, distributing malware, or requesting "Black Hat" SEO tactics).
Fees and Payment (General)
- Pricing: Statement that all pricing is subject to the specific, written Proposal provided to the Client.
- Invoicing and Payment: General terms regarding the invoicing process, accepted payment methods, and the due date for all invoices.
- Taxes: Clarification that the Client is responsible for any applicable taxes (sales, VAT, GST, etc.) associated with the services.
- Suspension of Services: The right of the Company to suspend services due to non-payment or breach of these terms.
Intellectual Property Rights
- Company IP: A clear statement that the Company owns all intellectual property related to its service methodology, proprietary tools, website content (excluding client-provided content), and processes.
- Client IP: Client retains ownership of all pre-existing trademarks, logos, and content provided to the Company.
- License to Use: The Client grants the Company a non-exclusive, royalty-free license to use the Client's logos and website for the sole purpose of performing the agreed-upon services.
Warranties and Disclaimers
- Disclaimer of Warranties: Services are provided "as is" and the Company expressly disclaims all warranties, whether express or implied, including fitness for a particular purpose or non-infringement.
- Nature of SEO/Marketing Risk: Reiterate that the Company makes no guarantees regarding search engine rankings, traffic volume, or resulting sales/profits, as these are dependent on factors outside the Company’s direct control (e.g., Google algorithms, market competition, client's internal business operations).
Confidentiality
- Mutual Obligation: Both parties agree to maintain the confidentiality of all proprietary or confidential information disclosed during the term of the agreement, using it only for the purpose of the engagement.
- Exclusions: Standard exceptions (e.g., information that is publicly known, required by law, or independently developed).
Limitation of Liability
- Cap on Liability: The Company's total liability under the agreement is typically limited to the total fees paid by the Client to the Company over the preceding X months.
- Exclusion of Damages: Exclusion of liability for indirect, special, incidental, punitive, or consequential damages (including lost profits, data, or business opportunities).
Indemnification
- Client Indemnity: The Client agrees to defend and hold the Company harmless against any claims, losses, or liabilities arising from the Client's business operations, breach of these Terms, or any violation of a third party's intellectual property rights through content provided by the Client.
General Legal Provisions
- Governing Law: Specify the state or country whose laws will govern the interpretation of the contract.
- Dispute Resolution: Outline the process for resolving disputes (e.g., mandatory arbitration, mediation, or exclusive jurisdiction in a specific court).
- Force Majeure: A clause that excuses both parties from performance obligations in the event of unforeseen, catastrophic events (acts of God, war, natural disaster, etc.).
- Entire Agreement: A statement that this document (along with any signed proposals) constitutes the entire agreement between the parties.
