Terms and Conditions of Service

1. Agreement and acceptance

1.1 These Terms and Conditions of Service ("Terms") form a legally binding agreement between Macedo Marketing LLC, a Wyoming limited liability company with its principal place of business at 1309 Coffeen Avenue STE 1200, Sheridan, Wyoming 82801, United States ("Agency", "we", "us"), and the business receiving the Services ("Client", "you").
1.2 These Terms apply when Client signs or accepts a Proposal that references them, or pays any deposit or invoice issued by Agency, whichever happens first.
1.3 The person accepting these Terms for Client confirms they have authority to bind Client. Client confirms it is a business and is entering these Terms for business purposes, not as a consumer.
1.4 If these Terms and a Proposal conflict, the Proposal applies for that engagement, but only where it expressly says it overrides these Terms.
1.5 If you visit or use our website without becoming a client, only Section 21 (Website use) and Sections 18 and 20 apply to you.

2. Definitions

Proposal: the proposal, statement of work, offer or order form accepted by Client that sets out the services package, scope, fees and any minimum term or guarantee.

Services: the paid advertising management, creative strategy, creative production and related services described in the Proposal.

Deliverables: the ad creatives, copy, scripts, landing pages, reports and other materials Agency produces for Client under the Proposal.

Client Materials: brand assets, footage, images, copy, logos, product information, data and other content Client provides.

Agency Methodologies: Agency's pre-existing and independently developed know-how, frameworks, templates, tools, processes, workflows and optimisation techniques.

Third-Party Materials: stock footage, music, fonts, images, AI-generated elements and other materials owned by third parties and used under licence.

3. Services

3.1 Agency will perform the Services described in the Proposal with reasonable skill and care. The services package Client selects determines the scope, deliverables, creative volume and communication frequency.
3.2 Additional services can be added if both parties agree the extra cost, timeline and deliverables in writing, including by email. Agency may decline work that is outside its capacity or the services it provides.
3.3 Agency decides how to staff and perform the Services and may use employees, contractors and subcontractors. Agency remains responsible for their work. Agency may change the account manager, designers, copywriters or media buyers assigned to Client at any time.
3.4 The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship, and neither party can bind the other.

4. Client engagement and creative process

4.1 Point of contact. Client will appoint one representative with authority to approve Deliverables and give instructions. Client will respond to Agency's requests within a reasonable time and provide the information, access and materials Agency reasonably needs.
4.2 Communication channels. Communication takes place through Slack and email. Client will not contact Agency's employees or contractors outside these channels.
4.3 Feedback and revisions. Client will give consolidated written feedback on Deliverables within two (2) business days of receiving them. If Client has several people involved, Client combines their feedback into one response. Revision rounds are limited to those included in Client's package. Additional revisions may incur extra fees.
4.4 Client delays. Agency is not responsible for delays or results caused by late, inaccurate or incomplete information, access, feedback or approvals from Client. Any affected deadlines are extended for the period of the delay, and fees remain payable.
4.5 Client responsibilities. Client is responsible for:

maintaining and funding all advertising and third-party accounts needed for the Services;

the accuracy and legality of Client Materials and of all information Client provides; and

complying with the policies of the advertising platforms on which Client's ads run.

4.6 Optimisation authority. Client authorises Agency to make changes to Client's advertising accounts without prior approval, including ad copy, targeting, budgets within the agreed range, bids, creatives and campaign structure, where Agency reasonably expects the change to improve performance. For changes to brand messaging, tone or creative direction, Agency will ask for Client's approval first.
4.7 Office hours. Account management is available from 8:00 AM to 4:00 PM EST, Monday to Friday, excluding US federal holidays. Scheduled calls follow the cadence in Client's package. Requests outside these hours may not receive an immediate reply. For urgent account issues outside office hours, Client can use the emergency contact process provided at onboarding.
4.8 Additional calls. Calls beyond those included in Client's package are subject to availability and may incur additional fees. If Client's communication needs regularly exceed its package, Agency may propose a package change.

5. Fees and payment

5.1 Fees. Client pays the fees in the Proposal, plus any expenses Client has approved in writing. Unless the Proposal says otherwise, retainer fees are billed monthly in advance and do not depend on campaign results.
5.2 Deposit. A deposit of $500 is due to reserve Client's place and is credited against the first month's payment. The deposit is non-refundable. Client must hold the onboarding call within two (2) weeks of paying the deposit; after that, Agency may release Client's spot and the Proposal expires.
5.3 Ad spend fee. Where the Proposal includes a fee based on advertising spend (for example, a percentage of spend above a threshold), it is calculated from the spend reported by the advertising platforms for the accounts Agency manages during each calendar month, and invoiced in arrears the following month.
5.4 Media spend. Client pays all advertising-platform spend directly to the platforms using Client's own payment method. Agency does not hold or pay Client's media budget unless agreed in writing.
5.5 Payment method. Payments are processed by Stripe under Stripe's Services Agreement (https://stripe.com/legal/ssa). Agency does not store card details. The payment method Client uses for the deposit is stored by Stripe and charged automatically for each recurring fee. Client can update it at any time through the billing portal or by contacting Agency. Client must keep a valid payment method on file throughout the engagement.
5.6 Taxes. Fees exclude sales tax, VAT, GST, withholding and similar taxes. Client is responsible for any such taxes, including accounting for VAT under the reverse-charge mechanism where it applies. If withholding tax applies, Client pays the additional amount needed so that Agency receives the full invoiced fee.
5.7 Late payment. If an invoice is not paid within seven (7) days of being issued, Agency may pause all work until it is paid, and will resume promptly once payment is received. Overdue amounts carry interest at 1.5% per month, or the highest rate allowed by law if lower. Failing to pay an undisputed amount within fifteen (15) days of its due date is a material breach.
5.8 Invoice disputes. If Client disputes an invoice in good faith, Client must tell Agency in writing within ten (10) days of the invoice date, explaining the amount and the reason. The undisputed part remains payable on time. If Client raises no dispute within ten (10) days, the invoice is accepted.
5.9 Chargebacks. Client agrees to raise any billing issue with Agency under Section 5.8 before contacting its bank or card issuer. Filing a chargeback or payment dispute without first doing so is a material breach. In that case, Agency may suspend or end the Services immediately, and Client must reimburse the disputed amount (if the chargeback succeeds without valid grounds) together with chargeback fees, collection costs and reasonable legal fees.
5.10 No refunds. All fees and deposits are non-refundable once paid, including if Client stops using the Services or ends the engagement early. Agency will promptly correct any duplicate charge or clear billing error.
5.11 Performance guarantees. Section 5.10 does not apply to a written performance guarantee included in a Proposal or offer accepted by Client. Where a Proposal includes a guarantee, the conditions, measurement method and remedy set out in that Proposal apply to that engagement in place of Section 5.10. Unless the Proposal states otherwise, a guarantee applies only if Client meets its obligations under Section 4, including approving Deliverables on time and keeping the agreed ad spend running for the full test period.

6. Term and termination

6.1 Term. These Terms start when they are accepted under Section 1.2 and continue until ended under this section. If the Proposal sets a minimum term, Client may not terminate for convenience before the minimum term ends, and fees for the full minimum term remain payable.
6.2 Termination for convenience. After any minimum term, either party may end the engagement by giving at least thirty (30) days' written notice by email to the other party's main contact. The same notice period applies to package downgrades and other package changes. If a billing date falls within the notice period, that payment is charged in full.
6.3 Termination for cause. Either party may end the engagement immediately by written notice if the other party:

commits a material breach and does not fix it within fifteen (15) days of written notice describing the breach; or

becomes insolvent, enters bankruptcy or a similar process, or stops doing business.

Non-payment under Section 5.7 and chargebacks under Section 5.9 are material breaches by Client.
6.4 Effect of termination. When the engagement ends:

Client pays all fees due up to the end of the notice period or minimum term, whichever is later;

once all invoices are paid, Agency hands over Client's Deliverables, assets and materials within a reasonable time and removes its access to Client's accounts;

Agency has no responsibility for managing or optimising Client's accounts after the end date; and

each party returns or deletes the other's Confidential Information, except where it must be kept by law or for record-keeping.

6.5 Survival. Sections that by their nature should continue after termination survive, including Sections 5, 7, 8, 9, 10, 13, 14, 15, 18 and 20.

7. Intellectual property

7.1 Deliverables. Once Client has paid all fees due for them, Agency assigns to Client all rights in the Deliverables created specifically for Client, except Agency Methodologies and Third-Party Materials.
7.2 Client Materials. Client keeps ownership of the Client Materials. Client gives Agency a non-exclusive, royalty-free licence to use, copy, edit and adapt them as needed to perform the Services and for the purposes in Section 8.
7.3 Agency Methodologies. Agency keeps all rights in the Agency Methodologies, which include its trade secrets. Where any of them is built into a Deliverable, Client may use it as part of that Deliverable. Agency will share with Client:

campaign performance metrics and results;

strategic rationale and recommendations, including platform choices;

general descriptions of targeting, campaign structure and objectives; and

the reporting set out in Client's package.

Agency does not have to disclose its specific implementation techniques, internal tools, workflows or optimisation formulas. Client acknowledges that the Services are valued for their results and Deliverables, not for these methods.
7.4 Third-Party Materials and AI. Deliverables may include stock footage, music, fonts, images or elements generated with AI tools. Client's use of Third-Party Materials is subject to the licence terms that apply to them, which Agency will pass on where needed. Client reviews and approves AI-generated content, including AI UGC, before it runs and is responsible for making sure its use, including any claims, testimonials or likenesses shown, complies with law and platform policies.
7.5 Advertising accounts. Client owns its advertising accounts, such as Meta, Google and TikTok ad accounts, and the data in them. Agency uses them only to perform the Services and will return full control to Client when the engagement ends, as set out in Section 6.4.

8. Case studies and publicity

8.1 Client agrees that Agency may use Client's name, logo, Deliverables and the results achieved through the Services, including revenue, return on ad spend, ad spend, cost per acquisition and other performance metrics, in case studies, testimonials, portfolios, presentations, its website, social media and other marketing materials. This right is worldwide, royalty-free and continues after the engagement ends.
8.2 Section 8.1 applies even though performance data is otherwise Confidential Information under Section 9.
8.3 Agency will not publish personal data about Client's customers. Results are shared as campaign-level or aggregated figures.
8.4 These rights can only be limited by a separate written agreement signed by both parties, such as a non-disclosure agreement, that expressly restricts them.

9. Confidentiality

9.1 "Confidential Information" means non-public information one party shares with the other that is marked confidential or that a reasonable person would understand to be confidential, such as business strategies, financial data, customer information, pricing and the terms of a Proposal.
9.2 Each party will use the other's Confidential Information only to perform or receive the Services, protect it with at least reasonable care, and share it only with its team members, contractors and advisers who need it and are bound by similar confidentiality duties.
9.3 This does not cover information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is lawfully received from someone else. A party may disclose Confidential Information if required by law, giving the other party notice where it lawfully can.
9.4 These obligations last for three (3) years after the engagement ends, and indefinitely for trade secrets. They are subject to Section 8.

10. Data protection

10.1 Each party will comply with the data protection laws that apply to it, including the GDPR, the UK GDPR and US state privacy laws where applicable.
10.2 Client is the controller of personal data relating to its customers and audiences, such as pixel and Conversions API data, customer lists for Custom Audiences, and lead form data. Client is responsible for having a lawful basis, including any required consents and privacy notices, for collecting that data and sharing it with Agency and the advertising platforms.
10.3 Where Agency processes that data for Client, Agency acts as Client's processor and will:

process it only on Client's documented instructions, which include these Terms and the Proposal;

make sure everyone who handles it is bound by confidentiality;

keep it secure using appropriate technical and organisational measures;

use subprocessors (such as hosting, communication and AI tools) only under written terms that protect the data to the same standard, and inform Client of changes on request;

help Client respond to data subject requests and meet its security, breach and impact-assessment obligations, as far as reasonably possible;

notify Client without undue delay after becoming aware of a personal data breach affecting that data;

delete or return the data when the engagement ends, unless the law requires Agency to keep it;

make available the information reasonably needed to show compliance with this section; and

transfer data outside the EEA, UK or Switzerland only under a valid safeguard, such as the Standard Contractual Clauses, which the parties agree are incorporated where needed.

10.4 If Client needs a separate, signed data processing agreement, Agency will provide one on request, and it will take priority over this section.
10.5 Agency's handling of personal data for its own purposes is described in its Privacy Policy at https://www.macedomarketing.com/privacy-policy.

11. Results, projections and platforms

11.1 No guaranteed results. Advertising results depend on factors outside Agency's control, including market conditions, competition, customer behaviour, Client's product, offer, website and stock, and platform algorithm changes. Except for a written guarantee in a Proposal under Section 5.11, Agency does not guarantee any specific result, including revenue, sales, leads, return on ad spend or cost per acquisition.
11.2 Projections. Any projections, ROI estimates or revenue goals in a Proposal are estimates, not promises. They assume Client's starting metrics, such as traffic, conversion rate, stock and cost of goods, stay the same or improve, and that Client follows the agreed strategy and completes onboarding and launch on time.
11.3 Third-party platforms. Agency does not control Meta, Google, TikTok or other platforms. Agency is not liable for account suspensions, ad rejections, policy changes, outages, tracking changes or other actions by these platforms.

12. Warranties

12.1 By both parties. Each party confirms it has the authority to enter these Terms and will comply with the laws that apply to its activities under them.
12.2 By Agency. Agency will perform the Services with reasonable skill and care, in line with industry practice. Client acknowledges that Proposals are based on assumptions and that delivery may need to adapt to circumstances.
12.3 By Client. Client confirms that:

it is a validly existing business;

it owns or has the rights needed for Agency to use the Client Materials, and they do not infringe anyone's rights;

its products, services, offers and advertising claims are lawful, truthful and supported by evidence where required; and

it holds any licences or approvals required to sell its products, for example for health, supplement, financial or regulated products.

12.4 Except as stated in this section, the Services and Deliverables are provided without other warranties, express or implied, to the extent the law allows.

13. Limitation of liability

13.1 To the fullest extent the law allows, neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, goodwill or data, however caused.
13.2 To the fullest extent the law allows, Agency's total liability for all claims arising from or connected with these Terms, including the liability of its team members and contractors, will not exceed the fees Client paid Agency in the three (3) months before the event giving rise to the claim.
13.3 The limits in this section do not apply to Client's obligations to pay fees, Client's indemnities under Section 14, or liability that cannot be limited by law, such as for fraud or wilful misconduct.

14. Indemnification

14.1 Client will defend, indemnify and hold harmless Agency and its team members, contractors and representatives against third-party claims, and the related losses, damages, fines and reasonable legal fees, arising from:

Client Materials, including claims of infringement, defamation or misuse of someone's name or likeness;

Client's products, services, offers and advertising claims, including claims of false or misleading advertising;

Client's collection or sharing of personal data in breach of data protection law; or

Client's breach of these Terms or of applicable law or platform policies.

14.2 Agency will notify Client promptly of any claim, let Client control the defence and settlement, and cooperate reasonably at Client's expense. Client may not settle a claim in a way that admits fault on Agency's behalf or puts obligations on Agency without Agency's written consent.

15. Non-solicitation

15.1 During the engagement and for twelve (12) months after it ends, Client will not, directly or indirectly, solicit, hire or engage any employee or contractor of Agency who worked on Client's account, without Agency's prior written consent.
15.2 This does not apply to general job postings or recruiter searches not aimed at Agency's team, to people who respond to them, or to anyone who stopped working with Agency at least six (6) months earlier.
15.3 Because Agency's loss from a breach would be hard to calculate, if Client breaches Section 15.1, Client will pay Agency liquidated damages equal to six (6) months of Client's monthly retainer fee at the time of the breach. The parties agree this is a reasonable estimate of Agency's loss and not a penalty.

16. Force majeure

16.1 Neither party is liable for a delay or failure to perform caused by events beyond its reasonable control, such as natural disasters, pandemics, war, government action, internet or power outages, or outages, suspensions or policy changes by advertising platforms. This does not apply to payment obligations.
16.2 The affected party will tell the other promptly and take reasonable steps to resume performance. If the event lasts more than thirty (30) consecutive days, either party may end the engagement by written notice.

17. Changes to these Terms

17.1 Agency may update these Terms by giving Client at least thirty (30) days' written notice by email. Updated Terms apply from the first billing period after the notice period ends. If Client does not agree, Client may end the engagement under Section 6.2 before the changes take effect, and the current Terms will apply until the end date.
17.2 Any other change to these Terms or a Proposal must be agreed in writing by both parties, including by email.

18. Governing law and disputes

18.1 These Terms are governed by the laws of the State of Wyoming, United States, without regard to its conflict-of-law rules. The UN Convention on Contracts for the International Sale of Goods does not apply.
18.2 If a dispute arises, the parties will first try to resolve it through good-faith discussion between senior representatives, starting within five (5) business days of written notice of the dispute. If it is not resolved, the parties will try mediation with a mutually agreed mediator within thirty (30) days. If mediation fails, either party may bring proceedings in the state or federal courts located in Wyoming, which have exclusive jurisdiction, and each party submits to those courts.
18.3 Either party may seek urgent injunctive relief in any competent court to protect its confidential information or intellectual property, or to recover unpaid fees, without first following Section 18.2.
18.4 EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING FROM OR RELATING TO THESE TERMS.

19. Notices

19.1 Formal notices must be in writing and sent by email: to Agency at tiago@macedomarketing.com, and to Client at the main contact or billing email Client has most recently given Agency. A notice is treated as received on the day it is sent, unless the sender receives a delivery failure message.
19.2 Client agrees to receive agreements, invoices, notices and other communications electronically, and agrees that these meet any legal requirement for communications to be in writing.

20. General

20.1 Entire agreement. These Terms, the Proposal and any documents they refer to, including a data processing agreement, form the entire agreement between the parties about the Services and replace any earlier discussions or agreements.
20.2 Assignment. Client may not transfer these Terms without Agency's written consent. Agency may transfer them to an affiliate or as part of a merger, acquisition or sale of its business.
20.3 Severability. If any part of these Terms is found invalid or unenforceable, it will be limited to the minimum extent needed, and the rest remains in effect.
20.4 No waiver. A failure or delay in enforcing any right is not a waiver of that right.

21. Website use

21.1 By using macedomarketing.com or its subdomains (the "Website"), you agree to this section.
21.2 Content. The Website's content, including text, designs, graphics, videos, case studies and logos, belongs to Agency or its licensors. You may view it for your own information, but you may not copy, republish or use it commercially without our written permission.
21.3 No advice or guarantee. Website content is general information about our services. It is not professional, legal or financial advice, and case studies and results shown are examples of past work, not a promise of future results.
21.4 Acceptable use. You must not misuse the Website, including by scraping or harvesting its content or data with automated tools, attempting to access it without authorisation, interfering with its operation, or uploading malicious code.
21.5 Third-party links. The Website may link to or embed third-party sites and tools, such as booking calendars, forms and videos. We are not responsible for their content or practices, and their own terms apply.
21.6 Availability. We provide the Website as is and may change, suspend or remove any part of it at any time. To the extent the law allows, we are not liable for any loss arising from your use of the Website.
21.7 Privacy and cookies. Our Privacy Policy and Cookie Policy explain how we handle personal information and cookies on the Website.

22. Contact

Email: tiago@macedomarketing.com

Postal address: Macedo Marketing LLC, 1309 Coffeen Avenue STE 1200, Sheridan, Wyoming 82801, United States