Welcome to Upmarkly LLC ("we", "our", "us"). By accessing or using our website, purchasing our services, or entering into any business agreement with us, you ("Client", "you", "your") agree to comply with and be bound by the following Terms and Conditions ("Terms"). If you do not agree with these Terms, please do not use our services. These Terms govern the use of all services provided by Upmarkly LLC, including but not limited to digital marketing, website development, software solutions, and other IT or creative services.
Service Agreement
When you engage with Upmarkly LLC, a service agreement will be established between both parties outlining the scope of work, pricing, duration, and deliverables. By using our services or signing a project proposal, you acknowledge that you have read, understood, and accepted these Terms.
Payments & Billing
- Payment terms will be clearly stated in the service agreement or invoice.
- All invoices must be paid within the time frame mentioned (typically by the 18th of each month or as agreed).
- Late payments may result in a 5% late fee and possible suspension of services.
- Certain services may require advance payment before project initiation.
- All fees paid are non-refundable once the project has commenced, except as explicitly stated in our refund policy.
Payments
- Payments must be made according to the agreed schedule in proposals or contracts.
- Incomplete or delayed payments may affect delivery timelines.
- Fees paid for completed work are non-refundable unless otherwise agreed in writing.
- Payments are non-refundable once the month has started, as resources and time are allocated immediately.
Contract Duration & Termination
- All service agreements are valid for a 1-year term from the effective start date.
- The Client may choose to terminate the agreement after the initial 6 months by providing 30 days' written notice.
- Early termination before the completion of the first 6 months is not permitted . If the Client chooses to terminate during this initial period, they will be required to pay 50% of the remaining balance for the months left within the first 6-month term.
- After the 6-month minimum period, the agreement can be terminated at any time with 30 days' written notice, or it will automatically continue until the end of the 1-year term.
Client Responsibilities
To ensure smooth service delivery, the Client agrees to:
- Provide accurate and complete business details, brand information, and objectives.
- Grant access to necessary accounts (e.g., social media, website, ad platforms) within 3-5 business days of request.
- Approve deliverables (e.g., content plans, designs, campaigns) within 5 business days to avoid delays.
- Supply original images, product information, or marketing assets when required.
Note: Delays in providing required materials or approvals may result in extended timelines or suspension of work.
Deliverables & Ownership
- All designs, content, campaigns, and digital assets remain the property of Upmarkly LLC until full payment is received.
- Upon complete payment, ownership of final deliverables transfers to the Client. However, proprietary tools, strategies, or internal methodologies remain the intellectual property of Upmarkly LLC.
Confidentiality
Both parties agree to treat all confidential information shared during the course of the project with strict confidentiality. Neither party will disclose such information to third parties without prior written consent, except when required by law.
Limitation of Liability
- Upmarkly LLC is not liable for delays, platform policy changes, algorithm updates, or any external factors beyond our control.
- Our total liability under any circumstances shall not exceed the total fees paid for the specific service in question.
- We make no guarantees of specific results, performance, or revenue outcomes.
Refund Policy
- If the Client cancels the service within 7 days of payment and before any work has started, a full refund may be issued.
- If the Client fails to initiate the project or remain in contact for more than 15 days after payment, they forfeit any right to a refund.
- Once work has begun, refunds are not applicable unless otherwise agreed in writing.
Governing Law
- This agreement and any disputes arising from it shall be governed by the laws of the region in which the service is primarily delivered (including but not limited to Canada, United States, or European Union jurisdictions), unless otherwise agreed upon.
- Any disputes will first attempt to be resolved through negotiation or mediation before legal proceedings are initiated.
Modifications to Terms
Upmarkly LLC reserves the right to update or modify these Terms at any time without prior notice. The latest version will always be posted on this page. Continued use of our services after such changes constitutes acceptance of the new Terms.
