Terms and Conditions | Clients
Agreement Term: This agreement is valid for 12 months from the effective date, unless otherwise specified. It will automatically renew after this initial period until either party provides written notice of termination.
Termination Clause: Either party may terminate this agreement by providing two (2) months' written notice to the other party. This termination can occur for any reason. All obligations outlined in this agreement will remain in effect during the notice period.
Content Creation: Shift Marketing SPC LLC ("Shift Marketing") will develop content as detailed in the attached Agreement. Any additional content requested by the Client will be subject to additional charges. On-site content visits beyond the agreed-upon scope will be invoiced separately at the current rates.
Scope of Work: The monthly deliverables specified in the Agreement represent maximum quantities. Any unused deliverables within a given month do not constitute underperformance by Shift Marketing. Unused deliverables will not roll over to subsequent months unless a prior agreement is established between Shift Marketing and the Client.
Advertising Budget: The allocated advertising budget is separate from the agency fees outlined in this agreement and will be invoiced in advance. Any increases to the advertising budget requested by the Client will also be invoiced in advance. The Client must provide written authorization for any changes to the advertising budget.
Platform Access: The Client will grant Shift Marketing full and uninterrupted access to all relevant digital and other platforms as specified in this Agreement. The Client authorizes Shift Marketing to act on their behalf on these platforms.
Non-Solicitation Agreement: During the term of this agreement and for one year following its termination or expiration, both the Client and Shift Marketing agree not to solicit, employ, or contract the services of any individual who was employed by the other party within the 12 months preceding any employment offer, without prior written consent.
Intellectual Property Ownership: All content created by Shift Marketing for the Client remains the exclusive property of Shift Marketing until all outstanding payments are received in full. In the event of non-payment, Shift Marketing reserves the right to retain all accounts.
Liability and Indemnification: The Client agrees to indemnify and hold harmless Shift Marketing, its directors, employees, agents, volunteers, and any third-party vendors engaged by Shift Marketing in the execution of this agreement, from any and all liabilities, legal actions, or other consequences arising from this agreement.
Indemnification Clause: The Client agrees to indemnify Shift Marketing against any losses or damages.
Service Disruptions: Shift Marketing will not be liable for service interruptions caused by events beyond its reasonable control, including but not limited to acts of God, internet outages, website closures, changes in legislation, and other force majeure events.
Payment Default: Failure to remit payment on any invoice will result in the immediate suspension of all further work by Shift Marketing until all outstanding balances are paid in full.
Dispute Resolution: Any commercial disputes arising from this agreement will initially be addressed through mediation between the parties. If mediation is unsuccessful, Shift Marketing will appoint a third party for debt recovery.
Electronic Agreement: Electronic signatures are considered legally binding and equivalent to original signatures. Electronically signed documents will be treated as original agreements for all legal purposes, and no physical signatures or company stamps are required.