This Agreement (“Agreement”) is entered into by and between The Client and Steel Marketing, LLC (“The Agency”) whenever an invoice is paid through any credit card or ACH processing software, and The Client agrees to all of the terms and conditions herein by processing any and all payment invoices.
Steel Marketing, LLC (“The Agency”) provides digital marketing, advertising management, consulting, creative development, and related services to the client (“Client”). Client understands that marketing results depend on numerous external factors and no specific revenue, lead volume, ranking, or return on investment is guaranteed.
WHEREAS, the Agency is willing to be engaged by the Client upon the terms and conditions contained herein;
WHEREAS, some portion of the Client’s business and assets are comprised of Proprietary and Confidential Information which the Client wishes to protect;
WHEREAS, the Agency possesses proprietary marketing systems, funnels, processes, and strategies to generate leads;
NOW, THEREFORE, the parties agree as follows:
The Client retains the Agency to provide marketing and consulting services as outlined in the attached Proposal for Services.
The Agency has sole discretion over the manner and means of performing the services. The Agency’s obligations depend on the Client providing timely and accurate information and cooperation.
The Agency is an independent contractor. Nothing in this Agreement creates an employer–employee relationship.
This Agreement may be:
● Month-to-month, cancelable with proper notice under Section 5, OR
● A fixed x-month term, which will convert to month-to-month unless the Client gives 15
days’ notice before the term ends.
Fees are due on an agreed billing date. Late payments may incur fees. Services may be paused for non-payment. Failure to use services does not eliminate payment responsibility.
The Client agrees to pay:
● A one-time, non-refundable setup fee, due upon signing
● A monthly recurring management fee, billed on the same day each month
The Client must set up auto-pay via credit card, debit card, or ACH.
Refunds are governed by Section 12.
Either party may terminate:
● With 15 days’ notice for paid traffic services (Google Ads, Facebook Ads, etc.)
● With 30 days’ notice for SEO services.
● With 30 days’ notice for coaching services.
● With 30 days’ notice for a custom made service agreement.
If proper notice is not given, the Client is responsible for the next invoice. Setup fees and past
monthly payments are non-refundable.
The Agency may modify strategies as needed. Marketing strategies change over time and are
not guaranteed to remain the same.
Includes on-page optimization, backlinks, content creation, social signals, and Google Business updates. SEO is focused on one metro area unless otherwise agreed.
Quarterly or periodic work may include:
● Press releases
● Citations
● Video backlinks
● Google Business updates
The Agency may change the SEO strategy at its discretion.
Includes Google Ads, YouTube Ads, Facebook Ads, and similar platforms.
Media Buying Authorization
Client authorizes the Agency to create, manage, optimize, and adjust advertising campaigns within agreed parameters. The agency is not responsible for platform suspensions, algorithm changes, policy updates, or third-party outages.
● The Client pays the ad spend directly to the platform.
● The Agency charges a management fee.
● One funnel is included (landing page, booking page, thank you page).
● Setup time is about 5 business days after all assets are received.
● Built on WordPress (unless otherwise agreed)
● 3–7 weeks timeline depending on Client responsiveness
● Includes 3 revisions per page
● Additional edits after launch may incur fees
● Hosted in Steel Marketing’s agency account
● Client owns their data
● If services end, Client must pay $97/month to keep Go High Level
● Client is responsible for Twilio, Mailgun, Stripe, etc.
● Timeline: 1–5 weeks
The Agency is not liable for lost profits or consequential damages. Total liability is limited to the amount paid by the Client. Agency shall not be liable for indirect damages, lost profits, or third-party platform actions.
The Client agrees to defend and hold the Agency harmless from any third-party claims. Client agrees to indemnify and hold harmless Agency from any claims or liabilities arising from Client’s products, services, advertising claims, or regulatory violations. The Agency does not guarantee revenue or a specific number of leads.
The Client has authority to enter this Agreement and agrees to timely pay all fees.
Must be in writing and signed by both parties.
The Agency is not an employee, partner, or joint venture.
All payments made to the Agency are non-refundable, including but not limited to retainers, setup fees, creative fees, and consulting fees. Due to the time, labor, and intellectual property this invested immediately upon engagement, no refunds shall be issued under any circumstances, this includes:
● Setup and one-time fees.
● Monthly recurring fees.
● Prorated refunds.
● Courses, live training, bootcamps
● Recorded training, master classes, and additional materials.
Client agrees not to initiate chargebacks or payment disputes. In the event of a dispute, Client agrees to reimburse the Agency for the full disputed amount plus any associated fees, penalties, legal expenses, and collection costs. The agency may suspend services and pursue legal action if necessary.
This Agreement binds successors and assigns.
The Agency may use campaign results for marketing, with sensitive information removed.
Upon full payment, Client owns final approved deliverables. Agency retains rights to generalized performance metrics and anonymized case studies.
Client Responsibilities:
Client agrees to provide all necessary materials and access required to execute campaigns, including ad accounts, websites, CRM access, brand assets, and sales process details. Failure to provide requested materials or approvals does not relieve Client of payment obligations and Agency is not responsible for performance delays resulting from Client inaction continuing but not limited to:
● Answer calls and follow up with leads
● Provide access and integrations
● Pay hosting if required
● Manage their own CRM
Creative Approval & Auto-Approval
Creative materials and campaigns submitted for review shall be deemed approved if no written revision request is received within three (3) business days. Client delays do not pause billing or contractual obligations.
Agency Responsibilities:
● Manage marketing strategies
● Integrate lead tracking (up to 3 hours included)
● Communicate at least monthly
● Act in good faith to generate ROI
Implementation Timeline
Agency requires 24–48 business hours to implement ad changes, revisions, launches, or funnel updates. Rush requests are not guaranteed.
Performance Variability
Marketing outcomes depend on market conditions, competition, sales performance, economic factors, and platform algorithms. The agency is not responsible for lead quality, revenue
performance, or sales execution.
The Client owns all ad accounts, websites, content, and branding.
All disputes shall be resolved through binding arbitration in Washington County, Tennessee. Both Parties waive the right to jury trial. The prevailing Party shall recover reasonable attorneys’ fees, arbitration fees, and related costs. The agency may seek injunctive relief in court to enforce payment obligations or protect confidential information.
This Agreement is governed by the laws of Tennessee. If any clause is invalid, the rest remains in effect.
These Terms & Conditions supplement any signed Services Agreement and are binding upon engagement.