Terms and Conditions
Please read these Terms and Conditions carefully before using our website or engaging Orison Marketing Agency for services. By using the site or hiring the agency, you agree to the terms below.
- Agreement to Terms
- Definitions
- Services Provided
- Payment Terms
- Project Scope and Changes
- Client Responsibilities
- Deliverables and Ownership
- Third Party Services
- No Guarantee of Results
- Confidentiality
- Intellectual Property
- Warranties and Disclaimers
- Limitation of Liability
- Termination
- Refund Policy
- Website Use Terms
- Governing Law
- Dispute Resolution
- Changes to These Terms
- Contact Us
Welcome to Orison Marketing Agency. These Terms and Conditions govern your access to and use of the orisonagency.com website and any digital marketing services you engage from Orison Marketing Agency (referred to in this document as “Orison”, “we”, “our”, or “us”).
By using our website or entering into a service agreement with us, you (referred to as “Client”, “you”, or “your”) accept and agree to be bound by these Terms and Conditions. If you do not agree, please do not use our website or engage our services.
Agreement to Terms
These Terms and Conditions form a binding legal agreement between you and Orison Marketing Agency. They apply to every visitor to the orisonagency.com website and every client who engages Orison for digital marketing services.
When you sign a project quote, statement of work, or retainer agreement with Orison, those documents work together with these Terms and Conditions. If there is a conflict between a signed project agreement and these Terms, the signed project agreement takes priority for that specific engagement.
Definitions
The following definitions apply throughout these Terms and Conditions:
- Agency means Orison Marketing Agency, its founder, employees, contractors, and authorized representatives.
- Client means any individual or business entity that engages Orison for services under a written agreement or accepts a quote from Orison.
- Services means the digital marketing services described in Section 3 and any additional services agreed in writing.
- Deliverables means the specific work products created by Orison and delivered to the Client under a written agreement.
- Website means orisonagency.com and any related digital properties operated by Orison.
- Ad Spend means money paid by the Client directly to a paid advertising platform such as Google, Meta, TikTok, or LinkedIn.
- Management Fee means the fee paid to Orison for planning, executing, and managing services, separate from any Ad Spend.
These Terms and Conditions form a binding legal agreement between you and Orison Marketing Agency. They apply to every visitor to the orisonagency.com website and every client who engages Orison for digital marketing services.
When you sign a project quote, statement of work, or retainer agreement with Orison, those documents work together with these Terms and Conditions. If there is a conflict between a signed project agreement and these Terms, the signed project agreement takes priority for that specific engagement.
Services Provided
Orison offers digital marketing services to small businesses across the United States. Our five core service areas are:
- Web development, including custom WordPress and Shopify builds
- Search engine optimization (SEO), including technical audits, content, and authority building
- Social media marketing, including strategy, content creation, and community management
- Paid ads management on Google, Meta, TikTok, and LinkedIn
- Video production and graphic design
The exact scope of Services for any specific engagement is defined in a written project quote, statement of work, or retainer agreement signed by both parties. Nothing on our website constitutes a binding offer of Services.
Payment Terms
4.1 Retainer Engagements
Monthly retainer clients are invoiced at the beginning of each month. Payment is due within fifteen (15) days of invoice date unless otherwise agreed in writing. Retainer work begins once the first invoice is paid and continues month to month until either party terminates under Section 14.
4.2 Project Engagements
Project based engagements require a fifty percent (50%) deposit before work begins. The remaining fifty percent (50%) is due upon delivery of the final approved work. For projects longer than sixty (60) days, we may agree to a milestone based payment schedule.
4.3 Ad Spend
Ad Spend is separate from our Management Fee. Clients pay Ad Spend directly to the advertising platform using their own payment method. Orison does not mark up, hold, or charge a percentage of Ad Spend.
4.4 Late Payments
Invoices unpaid after thirty (30) days accrue a late fee of one and a half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower. We reserve the right to pause work on any account with an overdue balance.
4.5 Accepted Payment Methods
We accept payment by credit card, ACH bank transfer, and wire transfer. Payment processing fees are absorbed by Orison unless the Client requests wire transfer for international payments.
Project Scope and Changes
The scope of every engagement is defined in a signed project quote or statement of work. This document lists deliverables, timelines, and pricing.
Changes to scope after the agreement is signed require a written change order signed by both parties. A change order describes the additional work, the additional cost, and any impact on the timeline. We do not perform additional work outside the original scope without a signed change order.
Additional hourly work outside a fixed scope is billed at our then current hourly rate, disclosed in writing before work begins.
Client Responsibilities
To deliver strong results, we need timely cooperation from the Client. By engaging Orison, you agree to:
- Provide accurate business information, brand assets, and content necessary for the Services
- Grant timely access to accounts, platforms, and tools required for the Services, including Google Analytics, Google Search Console, ad accounts, social media accounts, hosting, and content management systems
- Respond to feedback requests within five (5) business days unless otherwise agreed
- Review and approve deliverables within the timeline stated in the project agreement
- Confirm accuracy of any content, claims, testimonials, or statistics you supply for use in Services
- Comply with applicable laws, platform policies, and industry regulations
- Pay all invoices on time under Section 4
Delays caused by Client failure to meet these responsibilities may extend project timelines. Orison is not liable for delays or missed deadlines resulting from such Client delays.
Deliverables and Ownership
Upon receipt of full payment for a project or retainer period, the Client owns the final approved deliverables (such as website code, videos, logos, and creative assets) for their own business use.
Until full payment is received, Orison retains all rights to the Deliverables and the Client has no license to use them.
Orison retains the right to display completed work in our portfolio, case studies, marketing materials, and on our Website, subject to Client confidentiality preferences. If you require full confidentiality of the engagement, please tell us in writing at the start of the project.
Preliminary drafts, concepts, unused designs, source project files (such as raw video footage, editable design files, or code repositories), and working assets remain the property of Orison unless separately agreed in writing.
Third Party Services
Some Services rely on third party platforms, including but not limited to Google, Meta, TikTok, LinkedIn, Shopify, WordPress, web hosting providers, email service providers, and analytics tools.
Orison is not responsible for the performance, availability, pricing, policies, or actions of these third party services. Changes made by third parties (including algorithm updates, policy changes, account suspensions, or pricing changes) that affect campaign performance or deliverable functionality are outside our control.
The Client is responsible for maintaining accounts, subscriptions, and licenses required for the Services and for compliance with all third party terms of service.
No Guarantee of Results
Important: Orison does not guarantee specific outcomes from digital marketing services, including but not limited to search engine rankings, organic traffic, ad conversion rates, return on ad spend, follower growth, or revenue results.
Digital marketing results depend on many factors outside our control, including search engine algorithms, ad platform policies, competitor activity, market conditions, Client product or service quality, pricing, seasonality, and Client responsiveness to our recommendations.
We commit to applying industry best practices, using our SEMrush certified expertise, and reporting honestly on performance every month. Any performance data, case study result, or estimate discussed before or during an engagement is based on past experience with other clients and is not a promise of your specific results.
Any agency or freelancer that guarantees page one rankings or a specific return on ad spend within a short time frame should be viewed with skepticism.
Confidentiality
Both Orison and the Client agree to keep confidential any non public business information, financial information, customer data, trade secrets, strategies, and materials shared during the engagement.
This obligation does not apply to information that:
- Is or becomes publicly available through no fault of the receiving party
- Was already known to the receiving party before disclosure
- Is independently developed without use of the confidential information
- Is required to be disclosed by law, court order, or regulatory authority
Confidentiality obligations survive termination of the engagement for a period of two (2) years unless a separate non disclosure agreement provides otherwise.
Intellectual Property
Each party retains ownership of intellectual property it owned before the engagement began, including trademarks, brand assets, proprietary tools, methodologies, and pre existing content.
Client grants Orison a limited license to use Client trademarks, logos, brand assets, and provided content solely for the purpose of delivering the Services during the engagement.
Orison grants Client a perpetual, non exclusive license to use Deliverables created under the engagement upon full payment. This license is limited to Client business use and does not permit resale, sublicensing, or transfer to third parties without written consent from Orison.
Orison retains ownership of and all rights to its proprietary methodologies, templates, internal frameworks, code libraries, brand voice guides, and training materials that predate or exist outside the specific Client engagement.
Warranties and Disclaimers
Orison warrants that Services will be performed with reasonable care and skill consistent with industry standards for digital marketing agencies.
Except for the express warranty above, Services and Deliverables are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, Orison disclaims all other warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, and non infringement.
We do not warrant that Services will be uninterrupted, error free, or produce specific business outcomes.
Limitation of Liability
To the fullest extent permitted by law, in no event will Orison be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, lost business opportunity, or damage to reputation, even if we have been advised of the possibility of such damages.
Our total aggregate liability arising out of or related to these Terms, the Services, or any engagement is limited to the total amount paid by the Client to Orison in the three (3) months immediately preceding the event that gave rise to the claim.
Nothing in this Section limits liability for gross negligence, willful misconduct, or any other liability that cannot be limited under applicable law.
Termination
14.1 Termination for Convenience
Either party may terminate a monthly retainer engagement with thirty (30) days written notice. During the notice period, Orison will complete work in progress and the Client will pay for that work.
14.2 Termination for Cause
Either party may terminate an engagement immediately with written notice if the other party materially breaches these Terms or a project agreement and fails to cure the breach within fifteen (15) days after receiving written notice describing the breach.
14.3 Termination for Non Payment
Orison may pause or terminate Services immediately if an invoice remains unpaid more than thirty (30) days after the due date.
14.4 Effect of Termination
Upon termination, the Client remains responsible for payment of all Services performed up to the termination date. Orison will deliver any work completed and paid for, and will provide reasonable transition assistance for a period of up to fifteen (15) business days.
Refund Policy
Because our Services are custom scoped and delivered based on time and expertise, refunds are handled as follows:
- Retainer fees for work already performed are non refundable
- Project deposits are refundable for the portion of work not yet started
- Prepaid retainer fees for future months (if any) are refundable minus the value of work already performed in the current month
- Ad Spend refunds are governed by the platform (Google, Meta, TikTok, LinkedIn) and are not controlled by Orison
If you believe you are entitled to a refund, contact us at hello@orisonagency.com with the details of your request. We aim to respond within five (5) business days.
Website Use Terms
The orisonagency.com website is provided for your general information and to help you learn about our Services. By using the Website, you agree not to:
- Use the Website for any unlawful purpose
- Attempt to access, tamper with, or use non public areas of the Website
- Copy, distribute, or republish content from the Website without written permission
- Use automated systems to scrape or extract data from the Website
- Reverse engineer, decompile, or otherwise attempt to derive source code from the Website
- Interfere with the security or performance of the Website
All content on the Website, including text, images, videos, code, and design, is owned by Orison Marketing Agency or licensed to us and is protected by copyright and other intellectual property laws.
Governing Law
These Terms and Conditions and any engagement with Orison are governed by and construed in accordance with the laws applicable to the jurisdiction in which Orison Marketing Agency is registered, without regard to conflict of law principles.
The specific governing state or jurisdiction is confirmed in the signed project agreement or retainer agreement between the parties.
Dispute Resolution
The parties agree to resolve any dispute arising out of or related to these Terms or the Services through the following steps:
- Good faith discussion. The parties will first attempt to resolve the dispute through direct, good faith discussion between senior representatives.
- Mediation. If the dispute cannot be resolved through discussion within thirty (30) days, the parties will engage a mutually agreed mediator before starting formal proceedings.
- Binding arbitration or court. If mediation does not resolve the dispute, the parties may proceed to binding arbitration or to the courts of the governing jurisdiction stated in Section 17.
Nothing in this Section prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect confidential information or intellectual property.
Changes to These Terms
We may update these Terms and Conditions from time to time to reflect changes in our services, legal requirements, or industry standards. The updated version will be posted on this page with a new Last Updated date.
For material changes that affect existing clients, we will send a notice to the Client email address on file at least thirty (30) days before the change takes effect. Continued use of the Website or Services after the effective date of the changes means you accept the updated Terms.
If you do not accept the updated Terms, you may terminate your engagement under Section 14 within the thirty (30) day notice period.
Contact Us
Questions about these Terms and Conditions, requests for confidentiality arrangements, refund inquiries, or legal notices should be sent to Orison Marketing Agency using the contact information below.
Legal and General Contact
Website: www.orisonmarketingagency.com
Thank you for choosing Orison Marketing Agency. We look forward to helping your small business grow.