Terms of Service

These Terms of Service ("Terms") form a binding legal agreement between you ("Client," "you," or "your") and Seraphim Consulting ("Seraphim Consulting," "we," "us," or "our") governing your access to and use of our website (seraphim-consulting.com and any subdomains, the "Site"), our marketing, advertising, web development, SEO, CRM, automation, and AI services (collectively, the "Services"), and any related materials, deliverables, software, or platforms we provide.

By accessing the Site, signing a proposal, paying an invoice, or otherwise engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the Site or our Services.

You represent that you are at least 18 years old and have the legal authority to enter into this agreement on behalf of yourself or the entity you represent. If you are agreeing on behalf of an organization, "Client" refers to that organization, and you represent that you are duly authorized to bind it.

The specific scope, deliverables, timelines, fees, and performance expectations of any engagement will be set out in a written proposal, statement of work, order form, or signed agreement (each, an "SOW"). Each SOW is incorporated into and governed by these Terms. If an SOW conflicts with these Terms, the SOW controls for that engagement.

Services may include, without limitation: Google Ads management, Meta/Facebook advertising, Yelp advertising, search engine optimization (SEO), AI-driven search optimization, social media management, CRM setup and automation, AI voice assistants, AI-built websites, content creation, analytics, reporting, and consulting.

We may, in our discretion, modify, substitute, or discontinue specific Service offerings, tools, or platforms. We will not materially reduce the scope of an active SOW without notice.

To enable us to deliver effectively, you agree to:

• Provide timely, accurate, and complete information, content, brand assets, access credentials, and approvals.
• Grant required administrative access to advertising accounts, analytics, websites, hosting, domain registrars, CMS, CRM, social profiles, and similar platforms.
• Maintain valid billing methods on all third-party platforms (e.g., Google Ads, Meta) where applicable—media spend is your direct responsibility unless we expressly agree otherwise.
• Comply with all applicable laws, platform terms, and advertising policies (e.g., Google Ads Policies, Meta Advertising Standards, FTC endorsement guidelines).
• Review deliverables, drafts, ad copy, landing pages, and reports promptly. Lack of timely feedback may delay timelines and shall not constitute our default.
• Maintain backups of your own data, content, and websites.

• Fees. Service fees, retainers, project fees, and any management percentages are set in the applicable SOW.
• Invoicing. Recurring services are billed monthly in advance unless otherwise stated. Project work is billed per the SOW milestones.
• Payment Terms. Invoices are due upon receipt unless otherwise specified. Accepted methods include credit card, ACH, and other methods we designate.
• Late Payments. Past-due balances accrue interest at 1.5% per month (or the maximum allowed by law). We may suspend or terminate Services for accounts more than 10 days past due and will not be liable for resulting performance impacts.
• Media Spend / Ad Budgets. Advertising budgets are paid by you directly to the ad platform or, if billed through us, are due in advance. We are not responsible for platform overspend caused by platform-side errors, your settings changes, or third-party actions.
• Taxes. Fees are exclusive of sales, use, VAT, GST, or similar taxes, which are your responsibility.
• Chargebacks. Initiating a chargeback without first contacting us in good faith is a material breach. You agree to reimburse us for any chargeback fees and reasonable collection costs.
• Refunds. Fees for completed work, services rendered, retainer periods, and media spend already deployed are non-refundable.

• Term. Engagements begin on the effective date of the SOW and continue for the term stated therein. Month-to-month engagements automatically renew each month unless terminated.
• Termination for Convenience. Either party may terminate a month-to-month engagement with at least 30 days' written notice to admin@seraphimconsulting.org. Fees for the notice period remain due.
• Termination for Cause. Either party may terminate immediately if the other party materially breaches these Terms and fails to cure within 10 days of written notice, becomes insolvent, or engages in unlawful conduct.
• Effect of Termination. Upon termination, you must pay all outstanding fees through the effective termination date. We will deliver final reports and any paid-for deliverables. We may retain copies for our records and to comply with law.
• Account Access Removal. You are responsible for revoking our access to your platforms after termination.

• Client Materials. You retain all rights to content, trademarks, brand assets, and data you provide ("Client Materials") and grant us a non-exclusive, worldwide license to use, reproduce, modify, and display them solely to perform the Services.
• Deliverables. Upon full payment, you receive a perpetual, non-exclusive, worldwide license to use the final deliverables produced specifically for you (e.g., ad creative, copy, websites, automations) for your internal business purposes. Where the SOW expressly grants ownership of a specific deliverable, that grant takes effect upon full payment.
• Our Tools & Methods. We retain all rights to our pre-existing materials, frameworks, processes, templates, code libraries, prompts, dashboards, internal tools, training data, and know-how ("Seraphim IP"). To the extent Seraphim IP is incorporated into deliverables, you receive a non-exclusive, royalty-free license to use it as part of those deliverables.
• Third-Party Materials. Some deliverables may include licensed stock media, fonts, plugins, AI-generated content, or open-source software, which remain subject to their original licenses.
• Portfolio & Marketing. Unless you opt out in writing, we may identify you as a client, display your logo, and showcase non-confidential deliverables in our portfolio, case studies, and marketing.

Some Services use generative AI tools (text, image, audio, voice, code). You acknowledge that AI outputs may be inaccurate, incomplete, or unintentionally similar to other works. We will use reasonable care to review AI-generated content before delivery, but you are responsible for final review and approval before publication. We do not warrant that AI-generated content is unique, copyrightable, or free of third-party rights, and we disclaim liability for issues arising from your use of AI-generated outputs after approval.

Marketing, advertising, and SEO outcomes depend on many factors beyond our control, including market conditions, competition, platform algorithms, ad-account history, your offer, your sales process, and budget. Accordingly:

• We do not guarantee specific rankings, leads, sales, conversions, ROI, ROAS, or revenue.
• Examples, case studies, and testimonials reflect prior client outcomes and are not promises of future results.
• We are not responsible for ad-account suspensions, policy violations triggered by client-supplied content, platform outages, or algorithmic changes.
• The Services and Site are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted operation.

The Services rely on third-party platforms (e.g., Google, Meta, Yelp, LinkedIn, hosting and CRM providers, AI providers). Your use of those platforms is subject to their terms and policies. We are not responsible for any third-party platform's actions, downtime, pricing, account suspensions, or data handling. You authorize us to act on your behalf with these platforms as necessary to perform the Services.

Each party may receive non-public information of the other ("Confidential Information"). Each party agrees to use Confidential Information only to perform under this agreement, to protect it with the same care it uses for its own confidential information (and no less than reasonable care), and not to disclose it to third parties except to employees, contractors, or sub-processors bound by similar confidentiality obligations. Confidentiality obligations do not apply to information that is public, lawfully obtained from another source without restriction, independently developed, or required to be disclosed by law.

Our collection and use of personal information is described in our Privacy Policy. Where we process personal data of your end users on your behalf, you are the data controller and we are a data processor or service provider acting on your documented instructions. You represent that you have all necessary rights, notices, and consents to share end-user data with us and to authorize the processing contemplated by the SOW.

You agree not to use the Site or Services to:

• Violate any law, regulation, or third-party right (including IP, privacy, and publicity rights).
• Promote illegal activities, fraud, deceptive practices, or content prohibited by ad platforms.
• Distribute malware, attempt to breach security, scrape, reverse-engineer, or interfere with the Site or Services.
• Impersonate any person or misrepresent your affiliation.
• Engage in spam, harassment, hate speech, or content that exploits minors.

We may suspend or terminate Services and remove content for violations.

You agree to defend, indemnify, and hold harmless Seraphim Consulting, its owners, officers, employees, contractors, and affiliates from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your Client Materials; (b) your use of the Services or any deliverable; (c) your violation of these Terms or any law; (d) your violation of any third-party right, including advertising-platform policies; or (e) your products, services, business operations, or claims made in your advertising.

To the maximum extent permitted by law, in no event will Seraphim Consulting be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost goodwill, lost data, or business interruption, even if advised of the possibility of such damages.

Our total aggregate liability for any and all claims arising out of or related to these Terms or the Services will not exceed the total fees (excluding pass-through media spend) actually paid by you to Seraphim Consulting for the specific Services giving rise to the claim during the three (3) months immediately preceding the event giving rise to liability.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so portions of the above may not apply to you.

During the term of any engagement and for twelve (12) months thereafter, you agree not to directly or indirectly solicit for employment or engagement any Seraphim Consulting employee or contractor with whom you interacted in connection with the Services, without our prior written consent. This does not restrict general public job postings not specifically targeted at our personnel.

Neither party is liable for failure or delay in performance (other than payment obligations) due to causes beyond reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, pandemics, government action, internet or platform outages, cyberattacks, or labor disputes.

We perform the Services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, agency, or franchise relationship. Neither party may bind the other or make representations on the other's behalf without prior written authority.

These Terms are governed by the laws of the State of Missouri, USA, without regard to its conflict-of-laws principles. The parties first agree to attempt in good faith to resolve any dispute through informal negotiation for at least 30 days.

If unresolved, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in Missouri (or by video conference) by a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Each party waives any right to a jury trial and to participate in a class, collective, or representative action. Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect IP or confidential information.

Legal notices to Seraphim Consulting must be sent in writing to admin@seraphimconsulting.org. We will send notices to the email address on file for your account or last used in our communications. Notices are deemed given when delivered.

We may update these Terms from time to time. Material changes will be posted to this page with a revised "Last Updated" date and, where appropriate, communicated by email or in-app notice. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Services and may terminate any month-to-month engagement upon 30 days' notice.

• Entire Agreement. These Terms, together with any SOW and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements on the subject matter.
• Severability. If any provision is held unenforceable, the remaining provisions remain in full force.
• No Waiver. Failure to enforce any provision is not a waiver of future enforcement.
• Assignment. You may not assign these Terms without our prior written consent. We may assign in connection with a merger, acquisition, or sale of assets.
• Survival. Sections regarding fees owed, IP, confidentiality, indemnification, limitation of liability, governing law, and miscellaneous survive termination.
• Headings. Section titles are for convenience and do not affect interpretation.

Questions about these Terms? Contact us:

• Seraphim Consulting
• Email: admin@seraphimconsulting.org
• Phone: (636) 538-5606