Terms of Service | 12AM Agency

Terms of Service

1 Services and Scope

These Terms of Service (“Terms”) govern all services provided by 12AM Agency (“we,” “us,” or “our”) to clients (“Client,” “you,” or “your”). By signing any proposal, engagement agreement, or statement of work referencing these Terms, you agree to be bound by them in their entirety.

1.1 Service Types:

Project-Based Services: One-time deliverables with a defined scope, timeline, and completion criteria (e.g., website design, audit).
Retainer Services: Ongoing monthly services provided continuously during the engagement term (e.g., SEO, social media management, paid advertising).
Hybrid Services: Engagements that include both initial project deliverables and ongoing retainer services.

1.2 Scope Definition: The specific services, deliverables, timelines, and costs for your engagement are detailed in your signed Proposal or Statement of Work (“Order”). These Terms supplement and govern all Orders.

2. Payment Terms

2.1 Schedule: Unless otherwise specified in your Order, setup fees and the first month’s retainer are due upon proposal approval. Subsequent monthly fees are due in advance of each service month.

2.2 Project Milestones: For project-based services, a deposit (typically 50%) is due upon approval, with the remaining balance due upon project completion or according to the milestones outlined in the Order.

2.3 Late Payments: We reserve the right to suspend services for any account that is past due.

3. Client Responsibilities

3.1 Cooperation: You agree to provide all necessary information, materials, access to accounts, and feedback required for us to perform the services. Delays in providing these items may result in project delays.

3.2 Ownership: You represent that you are the owner of all content, data, and materials you provide to us, or that you have the necessary licenses and permissions to use them.

4. Intellectual Property

4.1 Client IP: You retain all ownership rights to your pre-existing intellectual property and any content you provide to us.

4.2 Agency IP: Upon full payment, we assign to you all rights, title, and interest in the custom work product created specifically for you. However, we retain ownership of our underlying tools, frameworks, code libraries, and pre-existing methodologies used to create the work.

4.3 Advertising Accounts: If we manage advertising accounts on your behalf (e.g., Google Ads, Meta), you retain ownership of the account data, while we retain ownership of the specific campaign strategies, structures, and proprietary setups created by us.

5. Acceptable Use Policy

You agree to use our services and any related communication tools in compliance with all applicable laws and regulations.

5.1 Consent & Messaging: If you use our services to send communications (email, SMS, etc.), you must obtain prior express consent from recipients. You agree not to purchase lists or send unsolicited bulk messages (spam).

5.2 Prohibited Content: You may not use our services to transmit content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or invasive of another's privacy.

6. Warranties and Liabilities

6.1 No Guarantees: Digital marketing relies on third-party platforms (like Google and Facebook) whose algorithms and policies change frequently. Therefore, we cannot guarantee specific results, rankings, or ROI.

6.2 Limitation of Liability: In no event shall 12AM Agency be liable for any indirect, special, incidental, or consequential damages arising out of or related to this agreement. Our total liability shall not exceed the amount paid by you to us in the three (3) months preceding the claim.

7. Termination

7.1 Notice: Unless otherwise stated in your Order, either party may terminate a retainer agreement with thirty (30) days written notice.

7.2 Default: We may terminate the agreement immediately if you breach these Terms or fail to make payments.