Terms & Services

FANSHAW DIGITAL

TERMS AND CONDITIONS OF SERVICE

SEO Optimization · Google Ads Management · Email Marketing

Effective Date: April 28, 2026

Service Provider	Fanshaw Digital (the “Agency”)
Services Covered	SEO Optimization, Google Ads Management, Email Marketing
Payment Terms	100% Due Upfront Before Work Commences
Termination	End of Current Billing Cycle (Written Notice Required)
Revision Policy	2 Rounds Included; Additional Rounds Billed Hourly
Governing Law	State of Nevada, United States

1. Acceptance of Terms

By engaging Fanshaw Digital (hereinafter “Agency”) for digital marketing services, the client (hereinafter “Client”) agrees to be bound by these Terms and Conditions (hereinafter “Agreement”). This Agreement constitutes the entire understanding between the parties and supersedes all prior negotiations, representations, or agreements, whether written or oral.

Payment of any invoice issued by Fanshaw Digital constitutes the Client’s acceptance of these Terms and Conditions in full. If the Client does not agree to any provision of this Agreement, they must not submit payment or request commencement of services.

2. Services Provided

Fanshaw Digital agrees to provide the following digital marketing services as outlined in the applicable project proposal or Statement of Work (SOW) executed by both parties. The specific scope, deliverables, and timelines for each engagement will be detailed in the corresponding SOW.

2.1 SEO Optimization

Keyword research, on-page optimization, and technical SEO audits
Content strategy recommendations and meta-data optimization
Link-building strategy guidance and performance monitoring via Google Search Console
Monthly performance reports including keyword ranking updates and organic traffic analysis

Important: SEO results are not guaranteed. Search engine rankings are subject to algorithm updates, competitor activity, domain authority, and other factors entirely outside the Agency’s control. Fanshaw Digital commits to applying current industry best practices and providing transparent, regular reporting throughout all campaigns.

2.2 Google Ads Management

Campaign setup, audience targeting, ad copywriting, and keyword strategy
Ongoing bid management, A/B ad testing, and performance optimization
Conversion tracking setup and monthly campaign performance reporting
The Agency’s management fee is entirely separate from the Client’s advertising budget, which is paid directly by the Client to Google

The Client is solely responsible for maintaining an active, funded Google Ads account. Fanshaw Digital is not liable for ad spend overages, account suspensions by Google, or policy violations resulting from client-side content, products, or configurations.

2.3 Email Marketing

Email campaign strategy, design, copywriting, and deployment scheduling
List segmentation, marketing automation workflow setup, and A/B testing
Platform management (e.g., Mailchimp, HubSpot, or Client-designated platform)
Monthly reporting on open rates, click-through rates, conversions, and list health metrics

The Client warrants that all email lists provided are fully permission-based and comply with the CAN-SPAM Act, GDPR (where applicable), and all other anti-spam laws. Fanshaw Digital is not liable for penalties, fines, or platform suspensions arising from Client-provided non-compliant lists or content.

3. Payment Terms

All services provided by Fanshaw Digital require 100% payment in full prior to any work commencing. Under no circumstances will Fanshaw Digital begin any work, campaign setup, research, or strategy development until payment has been received and confirmed.

Invoices are issued upon execution of a project proposal or Statement of Work and are due immediately upon receipt
Accepted payment methods include bank transfer (ACH), credit/debit card, or other methods mutually agreed upon in writing prior to invoicing
All fees are quoted and payable in U.S. Dollars
All fees paid are non-refundable once work has commenced for the applicable project or billing period, regardless of early termination
For ongoing monthly retainer arrangements, each month’s retainer fee is due and payable in full at the start of that billing period, before any work for that period begins
Returned payments or chargebacks will result in immediate suspension of all services; the Client will be responsible for any associated bank, processing, or legal recovery fees

The Client’s Google Ads advertising budget is billed directly by Google to the Client and is not included in Fanshaw Digital’s service fees. The Agency has no control over Google’s billing processes or charges.

4. Revisions & Scope of Work

Fanshaw Digital is committed to delivering work that meets the Client’s stated objectives. The following revision policy applies to all deliverables produced under this Agreement:

Each deliverable includes up to two (2) rounds of revisions at no additional charge
A “revision” is defined as minor adjustments to existing content, copy, creative, or targeting parameters — not a change in strategic direction, campaign objective, or overall project scope
All revision requests must be submitted in writing (email is acceptable) within five (5) business days of receiving a deliverable; requests submitted outside this window may be treated as new-scope work
Revisions beyond the two (2) included rounds will be billed at Fanshaw Digital’s standard hourly rate of $[INSERT HOURLY RATE]/hour, invoiced and paid in full before additional revision work commences
Scope changes — including the addition of new campaigns, platforms, target markets, service types, or deliverables not specified in the original SOW — require a written amendment and will be priced and invoiced separately

Delays in Client feedback, approvals, or asset delivery do not constitute a breach by Fanshaw Digital. Project timelines will be adjusted accordingly, and the Agency is not liable for missed deadlines resulting from Client-side delays.

5. Term & Termination

This Agreement commences on the date both parties execute a project proposal or SOW and continues until project completion, or on a month-to-month basis for ongoing retainer engagements.

Either party may terminate this Agreement by providing written notice no later than the end of the current billing cycle; termination takes effect at the conclusion of that billing cycle, and no further billing periods will be initiated
Written notice may be submitted via email to the other party’s designated contact address, or via certified mail
Because all fees are paid 100% upfront, no additional invoices are issued upon termination; however, all fees paid for the current and any prior billing periods are non-refundable
Upon termination, Fanshaw Digital will deliver all completed, paid-for deliverables and transfer relevant account access (Google Ads, analytics, email platforms) to the Client within five (5) business days of the termination effective date
Fanshaw Digital reserves the right to terminate this Agreement immediately and without notice in the event of: Client abusive or threatening conduct toward Agency personnel, fraudulent activity, illegal use of Agency deliverables, or material breach of any term of this Agreement
In the event of immediate termination by the Agency for cause, any fees paid for incomplete work will be refunded on a pro-rated basis at the Agency’s sole discretion

6. Intellectual Property & Ownership

Upon receipt of full payment, the Client shall own all final deliverables created exclusively for their account, including ad copy, email templates, campaign structures, landing page content, and written marketing assets.

Fanshaw Digital retains full ownership of all proprietary methodologies, internal frameworks, process templates, tools, and systems used in the delivery of services
The Client grants Fanshaw Digital the right to access their digital accounts (Google Ads, website analytics, email platforms, Google Search Console) solely for the purpose of fulfilling contracted services
Fanshaw Digital may reference the Client’s name, industry, and general campaign outcomes in portfolio materials, case studies, or marketing content, unless the Client submits a written confidentiality request
Work in progress or partially completed deliverables remain the property of Fanshaw Digital until payment for the applicable engagement is received in full

7. Confidentiality

Both parties agree to maintain strict confidentiality with respect to any proprietary information, business strategies, customer data, pricing structures, or financial information disclosed during this engagement. This obligation survives the termination of this Agreement for a period of two (2) years.

Fanshaw Digital will not share, sell, rent, or otherwise disclose Client data or account information to any third party without the express written consent of the Client, except where disclosure is required by applicable law, regulation, or valid court order.

8. Limitation of Liability & Disclaimers

Fanshaw Digital makes no guarantees regarding specific results, including but not limited to search engine rankings, advertising ROI, email open or conversion rates, lead volume, or revenue generated from any campaign. Digital marketing performance is subject to market conditions, search algorithm changes, competitive activity, platform policy updates, and consumer behavior — all of which are beyond the Agency’s control.

Fanshaw Digital’s total cumulative liability under this Agreement shall not exceed the total fees paid by the Client in the three (3) calendar months immediately preceding the claim
Fanshaw Digital is not liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of revenue, lost profits, loss of business, or loss of data
The Agency is not responsible for third-party platform policy changes, Google Ads account suspensions issued by Google, email service provider deliverability issues, or service outages on any platform not operated by Fanshaw Digital
The Client assumes full legal and ethical responsibility for the accuracy, legality, and appropriateness of all content, products, services, pricing, and claims being promoted through Agency-managed campaigns

9. Client Responsibilities

The Client agrees to fulfill the following obligations in order to enable effective, accurate, and timely service delivery by Fanshaw Digital:

Provide timely access to all required accounts, brand assets, login credentials, style guidelines, and approval contacts prior to the project start date
Designate a single primary point of contact who is authorized to approve deliverables, provide feedback, and make binding decisions on behalf of the Client organization
Ensure that all content, images, trademarks, data, and other materials provided to the Agency are owned by the Client or properly licensed, and do not infringe upon any third-party intellectual property rights
Maintain ongoing compliance with all applicable laws and platform policies, including the CAN-SPAM Act, GDPR, FTC advertising guidelines, and Google Ads policies
Promptly notify Fanshaw Digital in writing of any material business changes — including rebranding, new or discontinued products/services, business closure, changes in target audience, or significant budget adjustments — that may affect campaign strategy or execution
Provide feedback and approvals within the timeframes specified in the applicable SOW to avoid delays; the Agency is not liable for timeline impacts resulting from late client responses

10. Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, United States, without regard to its conflict of law provisions.

In the event of a dispute arising out of or relating to this Agreement, both parties agree to first attempt resolution in good faith through direct communication. If the dispute remains unresolved within thirty (30) days of written notice from either party, it shall be submitted to binding arbitration in Clark County, Nevada, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The prevailing party in any arbitration or legal proceeding shall be entitled to recover reasonable attorneys’ fees and costs from the non-prevailing party.

11. Amendments & Modifications

This Agreement may only be modified through a written amendment signed by authorized representatives of both parties. No verbal representations, oral promises, or informal written communications (including text messages or informal emails) shall constitute a binding amendment to this Agreement.

Fanshaw Digital reserves the right to update these Terms and Conditions at any time. Active Clients will be notified in writing no less than thirty (30) days before any material changes take effect. Continued engagement with Fanshaw Digital after such notice constitutes acceptance of the revised terms.

12. Entire Agreement & Severability

This Agreement, together with any executed Statements of Work or project proposals referencing it, constitutes the entire agreement between Fanshaw Digital and the Client with respect to the services described herein. It supersedes all prior understandings, representations, and agreements, whether oral or written.

If any provision of this Agreement is found to be invalid, illegal, or unenforceable under applicable law, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. The remaining provisions shall continue in full force and effect.

AGREEMENT & SIGNATURES

By signing below, both parties confirm they have read, understood, and agree to be legally bound by all Terms and Conditions set forth in this Agreement.

Fanshaw Digital (Agency)

Authorized Signature

Printed Name & Title

Date

Client