Terms of Service

1. Who we are and what these terms cover

These Terms of Service (“Terms”) govern the supply of services by Makers Unity LLC, a limited liability company registered in the State of Wyoming, United States of America, with its registered and business address at 1309 Coffeen Avenue, Suite 1200, Sheridan, Wyoming 82801, United States of America (“Makers Unity”, “we”, “us”), to the client identified in a signed or accepted proposal (“you”, “the Client”).

By accepting a proposal, paying an invoice, or instructing us to begin work, you agree to these Terms. Where a signed master services agreement or a specific proposal conflicts with these Terms, that document takes precedence for the engagement it covers.

2. Services

We supply professional marketing, technology and operational services, which may include any combination of the following: AI and workflow automation; email marketing and demand generation; customer support operations; website design and development; search engine optimisation and content; brand and creative design; video production; and paid media management.

The specific services, deliverables, assumptions, timelines and fees applicable to your engagement are set out in a written proposal or statement of work (“Scope”). Only work described in an accepted Scope is included. Anything not described is out of scope and will be quoted separately before it is undertaken.

3. Fees, invoicing and payment

• All fees are quoted and invoiced in United States Dollars (USD).
• Fees are stated in the accepted Scope. Project work is normally invoiced across agreed milestones, with an opening invoice payable before work commences. Retainer engagements are invoiced monthly in advance.
• Invoices are payable by the due date stated on the invoice. Where no date is stated, payment is due within fourteen (14) days of the invoice date.
• Third-party costs — including advertising media spend, software licences, subscriptions, stock assets and domain or hosting fees — are separate from our service fees. They are billed at cost and itemised separately, or paid directly by you to the supplier.
• We may suspend work on an engagement where an invoice remains unpaid more than fifteen (15) days after its due date, having given you written notice.
• Fees exclude any taxes, duties or withholdings that may apply in your jurisdiction, which are your responsibility.

4. Term, changes and cancellation

Project engagements run until the deliverables in the Scope are completed and accepted.

Retainer engagements run on a rolling monthly basis. Either party may terminate by giving thirty (30) days’ written notice, effective at the end of the notice period. Work already performed, and work committed within the notice period, remains payable.

Changes to an agreed Scope are documented and re-quoted in writing, and take effect only once you have approved them. We do not action unquoted scope changes.

Either party may terminate immediately, in writing, if the other commits a material breach that is not remedied within fourteen (14) days of written notice, becomes insolvent, or ceases to trade.

Refunds and cancellation are dealt with in full in our Refund and Cancellation Policy, which forms part of these Terms.

5. Your responsibilities

• Providing accurate information, brand assets, content and system access needed for us to perform the services.
• Nominating a person authorised to approve scope, creative and spend.
• Responding to requests for approval or information within a reasonable period. Delays in providing materials or approvals may extend timelines and, where they cause us to hold resource, may affect fees.
• Ensuring that any material you supply does not infringe third-party rights and complies with applicable law.
• Ensuring your own compliance obligations are met in respect of your customers, products and the claims you ask us to publish.

6. Intellectual property and ownership

On full payment of the invoice relating to the relevant deliverable, all right, title and interest in the deliverables created specifically for you under the Scope transfers to you. This includes source files, creative assets, written content, and automations built in your accounts.

Accounts, domains, hosting and third-party platform subscriptions created or configured for you remain your property throughout, and we transfer administrative access to them on request.

We retain ownership of our pre-existing materials, internal tooling, methodologies, frameworks and know-how. Where these are embedded in a deliverable, you receive a perpetual, non-exclusive, royalty-free licence to use them as part of that deliverable.

Unless you tell us otherwise in writing, we may describe the general nature of the work performed for you in our portfolio and marketing materials. We will not disclose confidential information, commercial figures or customer data without your prior written consent.

7. Confidentiality

Each party will keep confidential all non-public information disclosed by the other, use it only to perform or receive the services, and protect it with at least reasonable care. This obligation survives termination for a period of three (3) years. A mutual non-disclosure agreement is available on request and, where signed, takes precedence over this clause.

8. Data protection

Where we process personal data on your behalf in the course of providing the services, we act as a processor and you act as the controller. We process such data only on your documented instructions, apply appropriate technical and organisational measures, and assist you with data subject requests where reasonably required. Our own processing of personal data is described in our Privacy Policy.

9. Acceptable use and lawful services

We do not provide services in support of unlawful activity, deceptive or misleading advertising, unsolicited bulk messaging that breaches applicable law, infringement of third-party intellectual property, or content that is defamatory, discriminatory or harmful. We may decline or discontinue work that in our reasonable judgement falls into these categories, and we may terminate an engagement immediately where such use is discovered.

10. Warranties and disclaimers

We warrant that the services will be performed with reasonable skill and care, by appropriately competent personnel, and in accordance with the accepted Scope.

We do not warrant specific commercial outcomes. Marketing, advertising and search performance depend on factors outside our control, including your market, your pricing, your product, competitor behaviour and third-party platform policies and algorithms. Any forecast, projection or benchmark we provide is an estimate offered in good faith and is not a guarantee.

Third-party platforms and software are provided subject to their own terms. We are not responsible for changes to, outages of, or account actions taken by those platforms.

11. Limitation of liability

Nothing in these Terms limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot lawfully be limited.

Subject to the paragraph above, neither party is liable for indirect, incidental, special or consequential loss, or for loss of profit, revenue, goodwill, anticipated savings or data, however arising.

Subject to the paragraphs above, our total aggregate liability arising out of or in connection with an engagement is limited to the total fees paid by you to us under that engagement in the three (3) months immediately preceding the event giving rise to the claim. Third-party media spend passed through at cost is excluded from this calculation.

12. Indemnity

You agree to indemnify us against claims, losses and reasonable costs arising from material you supply to us, from claims you instruct us to publish, or from your breach of clause 9 (Acceptable use).

13. Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, civil unrest, epidemic, failure of public telecommunications or utility networks, or the actions of third-party platforms. The affected party will notify the other promptly and both will work in good faith to mitigate the impact.

14. General

• Assignment. Neither party may assign these Terms without the other’s written consent, except to a successor of substantially all of its business.
• Subcontracting. We may engage specialist subcontractors, disclosed to you in advance, and we remain responsible for their work.
• Independent contractor. Nothing in these Terms creates a partnership, joint venture or employment relationship.
• Entire agreement. The accepted Scope together with these Terms and the policies referenced in them form the entire agreement between the parties in respect of the engagement.
• Severability. If any provision is found unenforceable, the remainder continues in force.
• Changes. We may update these Terms. The version published on this page at the date your Scope is accepted governs that engagement.

15. Governing law and disputes

These Terms and any dispute arising out of or in connection with them are governed by the laws of the State of Wyoming, United States of America, without regard to its conflict-of-laws rules.

The parties will first attempt in good faith to resolve any dispute by negotiation between senior representatives, within thirty (30) days of written notice of the dispute. If the dispute is not resolved, the parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Wyoming, United States of America.

Contact

Questions, requests or complaints regarding this document should be directed to:

Makers Unity LLC
1309 Coffeen Avenue, Suite 1200, Sheridan, Wyoming 82801, United States of America
Email: hello@makersunityservice.com
Telephone: +1 307 543 1327
Business hours: Monday to Friday, 09:00 – 18:00 Mountain Time (UTC−7)