Terms of Service
These Terms of Service ("Terms") govern your use of the digital marketing services provided by RS Wilson Enterprises LLC ("Company," "we," "us," or "our"). By engaging our services, you ("Client," "you," "your") agree to be bound by these Terms.
1. Services
We agree to provide the digital marketing services as described in the mutually agreed-upon Statement of Work (SOW) or service agreement. Services may include, but are not limited to, Search Engine Optimization (SEO), Pay-Per-Click (PPC) advertising management, social media marketing, and content marketing.
2. Client Obligations
To enable us to perform our obligations, the Client shall:
- Cooperate with us and provide necessary information, data, and access to accounts (e.g., website backend, analytics, ad accounts) in a timely manner.
- Be responsible for the accuracy and completeness of all materials and information provided to us.
- Retain ownership and be solely responsible for all content, products, and services offered on the Client's website.
3. Payment Terms
The Client agrees to pay the fees for the services as set forth in the SOW. Payments are typically due on a monthly retainer basis, in advance of the service period. Any ad spend for PPC campaigns is a separate cost and is payable directly by the Client to the respective advertising platform (e.g., Google, Facebook). Invoices are due upon receipt unless otherwise specified. Late payments may result in a suspension of services.
4. Timelines and Deliverables
We will use commercially reasonable efforts to meet the timelines and deliver the services outlined in the SOW. However, all timelines are estimates. The dynamic nature of digital marketing, including algorithm changes by search engines and advertising platforms, means that timelines and results cannot be guaranteed. SEO, in particular, is a long-term strategy, and tangible results may take several months to materialize.
5. Confidentiality
Both parties agree to keep confidential all non-public information obtained from the other party during the course of the service agreement. This includes business strategies, client lists, financial information, and campaign data. This obligation of confidentiality shall survive the termination of the agreement.
6. Limitation of Liability and Disclaimer of Warranties
Our services are provided "as is." We make no warranties, express or implied, regarding the services provided. We specifically disclaim any guarantee of specific results, search engine rankings, or return on investment. The Client acknowledges that digital marketing performance is subject to numerous external factors beyond our control.
In no event shall RS Wilson Enterprises LLC be liable for any lost profits, revenue, or any indirect, consequential, special, or punitive damages arising out of this agreement. Our total liability shall not exceed the total fees paid by the Client to us in the three (3) months preceding the event giving rise to the claim.
7. Term and Termination
The term of the service agreement will be specified in the SOW. Either party may terminate the agreement with thirty (30) days' written notice. Upon termination, the Client is responsible for all fees incurred up to the date of termination.
8. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which RS Wilson Enterprises LLC is registered, without regard to its conflict of law provisions.
9. Changes to Terms
We reserve the right to modify these Terms at any time. We will provide notice of any significant changes. Your continued use of our services after such changes constitutes your acceptance of the new Terms.