Terms of Service

1. Scope

These Terms of Service ("Terms") apply to all services provided by Springfels LLC, a California limited liability company ("Springfels", "we", "us") to its clients ("you"), and to the use of this website. Our services are offered to businesses, not to consumers. If a signed proposal or agreement contains terms that differ from these Terms, the proposal or agreement takes precedence.

2. Proposals and agreements

Every project starts with a written proposal describing the scope, deliverables, timeline and price. A project is agreed once you accept the proposal in writing (including by email or electronic signature) and, where stated in the proposal, pay the initial invoice. Proposals are valid for 30 days unless stated otherwise.

3. Our services

We provide digital marketing services including social media marketing, performance advertising, SEO, web design, content creation and marketing consulting, as described in your proposal. We perform our services with professional care and according to current industry practice. Work outside the agreed scope is considered additional work and will be quoted separately before we start.

4. Your responsibilities

• Provide the information, materials, approvals and account access we need, in good time
• Make sure that any content you provide (logos, images, text) does not infringe the rights of others
• Review and approve deliverables within a reasonable time, normally 5 business days
• Be responsible for your products, offers and claims, and for complying with the laws that apply to your business

Delays caused by missing input or approvals may shift the project timeline.

5. Fees and payment

Fees are set out in your proposal and are quoted in US dollars. Unless the proposal says otherwise, invoices are due within 14 days of the invoice date. Fees do not include applicable taxes or third-party costs. Advertising budgets are paid by you directly to the advertising platforms (such as Google, Meta or TikTok) and are not part of our fees; likewise, paid tools, stock assets, domains or software licenses are paid by you or charged at cost after your approval. If an invoice remains unpaid after a reminder, we may pause work until payment is received.

6. Term and termination

One-off projects end when the agreed deliverables are completed. Ongoing services continue until either party ends them with 30 days' written notice, unless the proposal states a different period. Either party may end the agreement immediately if the other party seriously breaches these Terms and does not fix the breach within 14 days of written notice. On termination, you pay for all work performed up to the termination date.

7. Ownership and intellectual property

Once you have paid in full, you own the final deliverables we create specifically for you, such as designs, copy, videos and website code. Ad accounts, social profiles, analytics properties and other accounts set up for your business are always yours. We keep ownership of our pre-existing tools, templates, know-how and general methods. Unless you tell us otherwise in writing, we may mention your company name and describe the work in general terms in our portfolio.

8. Results

Marketing results depend on many factors outside our control, including platform algorithms, competition, market conditions and your offer. We commit to doing excellent, transparent work, but we do not guarantee specific rankings, sales, leads or other outcomes.

9. Liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special or consequential damages, including lost profits or lost data. Our total liability arising from any project is limited to the fees you paid us for that project in the three months before the claim arose. Nothing in these Terms limits liability that cannot be limited by law, such as liability for fraud or willful misconduct.

10. Confidentiality and data

Both parties keep confidential any non-public information received from the other party and use it only to perform the project. This obligation continues for two years after the end of our collaboration. We handle personal data as described in our Privacy Policy and are happy to sign a data processing agreement where your local law requires one.

11. Use of this website

The content of this website is provided for general information only and may change at any time. You may not copy or reuse its content or design for commercial purposes without our permission. We are not responsible for the content of external websites we link to.

12. Governing law and disputes

These Terms are governed by the laws of the State of California and applicable federal law of the United States, without regard to conflict-of-law rules. Before starting any formal proceedings, both parties agree to try to resolve a dispute in good faith through direct discussion for at least 30 days. If a dispute cannot be resolved this way, it will be heard exclusively by the state or federal courts located in California, and both parties consent to their jurisdiction.

13. Final provisions

If any provision of these Terms is found to be unenforceable, the remaining provisions stay in effect. We may update these Terms from time to time; the version in effect when you accept a proposal applies to that project. Questions about these Terms? Email contact@springfels.com.