Master Services Terms | UAWC Agency Inc.

1. Introduction

These Master Services Terms apply to all services provided by UAWC Agency Inc. (“Supplier,” “UAWC,” “we,” “us”) to any client, company, organization, or individual purchasing our services (“Customer,” “Client,” “you”), unless a separate written agreement signed by both parties expressly replaces these terms.

By accepting a proposal, approving an order, paying an invoice, making a Stripe payment, sending a written instruction to begin work, or otherwise using our services, the Customer agrees to these Master Services Terms.

2. Interpretation

2.1 Definitions

The following definitions apply:

Business Day means a day other than a Saturday, Sunday, or a day on which UAWC Agency Inc. is closed for business according to its standard European operating calendar. Unless otherwise stated in the Order Terms, UAWC’s standard operating calendar follows European working hours and excludes Ukrainian public holidays, public holidays observed by the institutions of the European Union, and agreed company-wide leave periods.

Conditions means these Master Services Terms, as amended from time to time.

Contract means the contract between the Supplier and the Customer for the supply of Services, consisting of these Conditions and the relevant Order Terms.

Customer means the person, company, firm, organization, or other entity purchasing Services from the Supplier.

Customer Background IPRs means all Intellectual Property Rights in the Customer Materials.

Customer Materials means all materials, equipment, tools, drawings, specifications, data, documents, accounts, advertising accounts, websites, landing pages, social media pages, product feeds, analytics accounts, tracking systems, content, brand assets, and other materials supplied or made available by the Customer to the Supplier.

Deliverables means the deliverables set out in the Order Terms.

Foreground IPRs means all Intellectual Property Rights in the Deliverables, other than Supplier Background IPRs.

Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trademarks, business names, domain names, goodwill, rights in designs, database rights, rights to use and protect confidential information, know-how, and all other intellectual property rights, whether registered or unregistered, anywhere in the world.

Monthly Retainer means Services purchased on a recurring monthly basis where the invoice, proposal, payment page, or Order Terms include the words “Monthly Retainer,” “Retainer,” or equivalent wording.

Order means the Customer’s purchase of Services, as described in any accepted proposal, invoice, Stripe payment page, bank transfer request, email confirmation, order form, statement of work, or other written confirmation.

Order Terms means the commercial and service-specific terms set out in the relevant invoice, proposal, payment page, order form, statement of work, or written scope.

Service Schedule means the description or specification of Services provided in writing by the Supplier to the Customer in the Order Terms.

Services means the services more particularly defined in the Order Terms.

Supplier means UAWC Agency Inc.

Supplier Background IPRs means all Intellectual Property Rights owned by or licensed to the Supplier and developed independently of the Contract, whether before or after the commencement of the Contract, including methods, templates, processes, frameworks, know-how, scripts, checklists, dashboards, structures, strategies, internal documents, and other materials used to provide the Services.

Term means the period provided in the Order Terms, subject to earlier termination under these Conditions.

2.2 Construction

The following rules apply:

A person includes a natural person, corporate or unincorporated body.
A reference to a party includes its successors and permitted assigns.
Words such as “including,” “include,” and “in particular” are illustrative and do not limit the meaning of the preceding words.
A reference to writing or written includes email, online messengers, project management tools, Slack, Basecamp, Telegram, WhatsApp, Viber, and similar written communication channels.
If there is any conflict between these Conditions and the Order Terms, the Order Terms shall prevail.

3. Basis of Contract

3.1 Formation of Contract

The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions and the Order Terms.

The Contract comes into existence when any of the following occurs:

the Customer pays an invoice;
the Customer pays through Stripe or another payment method;
the Customer approves a proposal or order in writing;
the Customer instructs the Supplier to begin work;
the Supplier confirms acceptance of the Order in writing.

3.2 Acceptance by Payment

Payment of an invoice, Stripe payment link, bank transfer request, or other payment request constitutes acceptance of these Conditions, provided the invoice, payment page, proposal, or payment request refers to these Conditions or contains a link to them.

3.3 Entire Agreement

The Contract constitutes the entire agreement between the parties for the relevant Services. The Customer acknowledges that it has not relied on any statement, promise, assurance, representation, or warranty not set out in the Contract.

3.4 Exclusion of Other Terms

These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, unless expressly agreed in writing by the Supplier.

3.5 Quotations

Any quotation given by the Supplier shall not constitute an offer and is valid only for 30 Business Days from its date of issue, unless otherwise stated.

4. Supply of Services

4.1 Scope

The Supplier shall provide the Services to the Customer during the Term in accordance with the Service Schedule in all material respects.

The Supplier is required only to perform the Services set out in the Order Terms. Any additional work requested by the Customer may be charged separately at the Supplier’s then-current rates.

4.2 Timing

The Supplier shall use reasonable endeavours to meet any performance dates specified in the Order Terms, but such dates are estimates only. Time shall not be of the essence unless expressly agreed in writing.

4.3 Changes to Services

The Supplier may make changes to the Services where necessary to comply with applicable law, platform rules, safety requirements, or technical requirements, or where such changes do not materially affect the nature or quality of the Services.

4.4 Standard of Service

The Supplier warrants that the Services will be provided using reasonable care and skill.

4.5 Subcontractors

The Supplier may assign employees, contractors, or subcontractors to provide the Services where necessary or appropriate. The Supplier remains responsible for the performance of the Services.

4.6 Working Hours

The Supplier’s usual working hours are Monday to Friday, 8:30–19:30 Kyiv time, subject to seasonal time changes in Ukraine, excluding weekends, Ukrainian public holidays, public holidays observed by the institutions of the European Union, and agreed company-wide leave periods.

5. Customer’s Obligations

5.1 General Obligations

The Customer shall:

cooperate with the Supplier in all matters relating to the Services;
provide the Supplier with accurate and complete information and materials reasonably required to provide the Services;
provide access to all tools, software, websites, advertising accounts, analytics accounts, social media pages, landing pages, tracking systems, feeds, CMS platforms, and other systems required for the Services;
obtain and maintain all necessary licences, permissions, consents, and legal rights required for the Services;
ensure that its products, services, claims, landing pages, websites, advertising materials, offers, pricing, and business operations comply with applicable laws and platform policies;
review and approve materials, campaigns, budgets, and recommendations where required;
maintain the security and legality of its own systems, websites, accounts, and business operations.

5.2 Access and Passcodes

The Customer agrees to give the Supplier access to all tools and accounts reasonably required for the Services.

The Supplier will use reasonable efforts to secure and protect access credentials. Only authorised representatives of the Supplier may access such credentials on an as-needed basis.

5.3 Customer Default

If the Supplier’s performance is prevented or delayed by any act, omission, delay, inaccuracy, lack of access, lack of approval, non-payment, or other failure by the Customer, this shall constitute a Customer Default.

In the event of Customer Default:

the Supplier may suspend the Services until the Customer remedies the Customer Default;
the Supplier shall not be liable for delays, costs, losses, missed deadlines, reduced performance, rejected ads, tracking gaps, or other consequences arising from the Customer Default;
the Customer remains liable for all fees due under the Contract.

6. Payments

6.1 Invoicing

Unless otherwise stated in the Order Terms, the Supplier shall invoice the Customer before work commences or at the start of each working month.

6.2 Payment Terms

The Customer shall pay each invoice according to the payment terms stated on the invoice. If no payment term is stated, the invoice is payable immediately upon receipt.

6.3 Payment Methods

Payment may be made by bank transfer, Stripe, card payment, or another method approved by the Supplier.

6.4 Full Payment

The Customer shall pay all amounts due in full, without set-off, counterclaim, deduction, or withholding, except as required by law.

6.5 Fees and Taxes

The Customer is responsible for all bank fees, transfer fees, card processing fees, currency conversion fees, taxes, withholding amounts, and similar charges unless otherwise agreed in writing.

6.6 Late Payment

Failure to receive payment may result in suspension of work until payment is settled. Suspension does not cancel the Customer’s payment obligations.

6.7 Retainers

If the Order Terms include “Monthly Retainer,” “Retainer,” or equivalent wording:

the Services are provided on a recurring monthly retainer basis;
fees are billed monthly in advance unless otherwise agreed;
the retainer renews automatically each month;
either party may cancel the retainer by giving 30 days’ written notice;
the Customer remains responsible for all fees due during the notice period.

7. Tools, Software, and Third-Party Costs

The Supplier may require certain tools, software, subscriptions, platforms, tracking systems, hosting solutions, or third-party services to support the Services.

The Customer is responsible for all one-time or recurring costs of such tools and services unless otherwise agreed in writing.

The Supplier shall not purchase or subscribe to paid software on behalf of the Customer without the Customer’s prior approval.

8. Intellectual Property Rights

8.1 Existing Rights

The Supplier and its licensors retain ownership of all Supplier Background IPRs.

The Customer and its licensors retain ownership of all Customer Background IPRs.

8.2 Deliverables

Subject to full payment of all sums due to the Supplier, the Customer may use the final Deliverables for its internal business purposes.

Unless expressly agreed otherwise, the Supplier retains ownership of Supplier Background IPRs, methods, templates, know-how, frameworks, campaign structures, internal processes, strategic approaches, and other materials developed independently of the Contract.

8.3 Customer Licence to Supplier

The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use, copy, modify, and process Customer Materials during the Term for the purpose of providing the Services.

The Customer warrants that it has the right to grant this licence and that the Supplier’s use of Customer Materials for the Services will not infringe the rights of any third party.

8.4 Supplier Licence to Customer

Where Supplier Background IPRs are incorporated into Deliverables, the Supplier grants the Customer a non-exclusive, royalty-free licence to use those Supplier Background IPRs solely as necessary to receive and use the Services and Deliverables for the Customer’s business purposes.

The Customer may not sublicense, assign, resell, copy, reverse engineer, or otherwise exploit Supplier Background IPRs except as expressly permitted in writing.

8.5 Reuse of Knowledge

The Supplier may reuse general knowledge, skills, methods, ideas, experience, and know-how gained while providing the Services, provided that the Supplier does not disclose the Customer’s confidential information.

8.6 Portfolio and Promotion

The Supplier may use the Customer’s name, website, logo, screenshots, case study, performance data, or public-facing materials for company promotions, online portfolio, past customer lists, social media, print materials, advertising, and sales materials only with the Customer’s prior written consent.

However, if the Customer voluntarily provides or publishes a public review, testimonial, rating, Clutch review, LinkedIn recommendation, or similar public statement, the Supplier may refer to or link to that public review unless the Customer withdraws permission in writing or platform rules prohibit such use.

The Supplier may use anonymised and aggregated examples, provided they do not identify the Customer or disclose confidential information.

9. Intellectual Property and Third-Party Audits

9.1 Campaigns and Strategies

The ad campaigns, strategies, account structures, testing frameworks, optimisation methods, reports, and related materials created and managed by the Supplier are recognised as part of the Supplier’s professional know-how and Supplier Background IPRs, except for Customer Materials and final Deliverables expressly assigned to the Customer.

9.2 Third-Party Audits

The Customer must notify the Supplier before engaging a third party to audit, review, or analyse campaigns, accounts, tracking, strategies, or other work created or managed by the Supplier.

If the Customer uses a third-party audit as a basis for criticism, termination, refund demand, chargeback, complaint, legal claim, public statement, or negative review, the Customer agrees to promptly share the complete audit results with the Supplier.

9.3 Right to Respond and Defend

The Supplier has the right to respond to the results of any third-party audit by providing clarifications, explanations, context, or defences.

The Customer agrees to consider the Supplier’s response in good faith and to provide the Supplier with a fair opportunity to address or rectify any concerns.

This clause is intended to protect both parties against inaccurate, incomplete, non-professional, or unfair audit conclusions.

10. Confidentiality

Each party shall keep in strict confidence all technical, commercial, financial, strategic, operational, and business information of a confidential nature disclosed by the other party or obtained in connection with the Contract.

Confidential information includes, without limitation:

technical or commercial know-how;
specifications, processes, inventions, initiatives, methods, and strategies;
business plans, financial data, campaign data, analytics data, account structures, tracking configurations, and internal communications;
information concerning the disclosing party’s business, products, services, customers, suppliers, pricing, and operations.

The receiving party may disclose confidential information only to employees, agents, contractors, subcontractors, professional advisers, or service providers who need to know it for the purpose of performing or receiving the Services, provided they are subject to confidentiality obligations.

The receiving party may also disclose confidential information where required by law, court order, governmental authority, regulator, or advertising platform authority.

Confidentiality does not apply to information that:

is or becomes public through no breach of the Contract;
was lawfully known before disclosure;
is independently developed without using confidential information;
is lawfully received from a third party without confidentiality restriction.

This clause survives termination of the Contract.

11. Limitation of Liability

11.1 Non-Excluded Liability

Nothing in the Contract limits or excludes liability where such limitation or exclusion is unlawful.

11.2 No Liability for Certain Losses

To the fullest extent permitted by law, the Supplier shall not be liable to the Customer for:

loss of profit;
loss of revenue;
loss of business;
loss of goodwill;
loss of data caused by third-party platforms or Customer-side systems;
indirect, special, incidental, or consequential losses;
losses arising from advertising platform decisions, policy enforcement, account bans, rejected ads, tracking restrictions, algorithm changes, outages, or third-party system failures outside the Supplier’s control.

11.3 No Guarantee of Results

The Customer acknowledges that digital marketing results depend on many factors outside the Supplier’s control, including market demand, competition, offer quality, pricing, product quality, website quality, landing pages, sales process, stock availability, reviews, tracking limitations, platform policies, and algorithmic changes.

The Supplier will act in good faith and use reasonable efforts to support the Customer’s digital marketing, but the Supplier does not guarantee specific results, including specific ROAS, CPA, sales, leads, revenue, profit, rankings, approvals, or account performance.

11.4 Liability Cap

To the fullest extent permitted by law, the Supplier’s total liability under or in connection with the Contract shall be limited to the fees paid by the Customer to the Supplier for the affected Services during the three months immediately preceding the event giving rise to the claim.

11.5 Customer Indemnity

The Customer shall indemnify the Supplier against all costs, expenses, liabilities, losses, damages, penalties, judgments, and legal fees arising from:

the Customer’s misuse of the Services;
the Customer’s breach of the Contract;
unlawful, misleading, or infringing Customer Materials;
inaccurate information provided by the Customer;
the Customer’s products, services, claims, website, landing pages, offers, or business practices;
violations of advertising platform policies caused by the Customer’s materials, products, instructions, or approvals.

12. Lawful Use

The Customer may only use the Supplier’s Services for lawful purposes.

The Customer must not request, instruct, or use the Supplier to create, promote, transmit, or support unlawful, fraudulent, misleading, infringing, threatening, obscene, defamatory, or otherwise prohibited materials.

The Supplier may refuse, suspend, or terminate Services if the Supplier reasonably believes that the Customer’s business, products, services, claims, content, or instructions may expose the Supplier to legal, financial, reputational, or platform risk.

13. Non-Solicitation

The Customer undertakes that it shall not, during the Term or for 24 months following expiry or termination of the Contract, directly or indirectly solicit, hire, engage, contract with, or attempt to entice away any employee, contractor, subcontractor, or representative of the Supplier who provided or supported the Services.

If the Customer breaches this clause, the Customer shall pay the Supplier a recruitment/interference fee equal to 12 months of the relevant person’s gross compensation or contractor fees, unless a different amount is agreed in writing.

14. Termination

14.1 Monthly Retainers

For Monthly Retainers, either party may cancel the Contract by giving 30 days’ written notice.

The Customer remains responsible for all fees due during the notice period.

14.2 Project-Based Services

For one-time, setup, audit, or project-based Services, termination terms are governed by the Order Terms. Unless otherwise agreed, fees for work already performed, booked, allocated, or delivered are non-refundable.

14.3 Immediate Termination

Without limiting other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice if:

the other party commits a material breach and fails to remedy it within 28 days after receiving written notice;
the other party suspends or threatens to suspend payment of its debts;
the other party becomes insolvent or subject to equivalent proceedings;
the other party suspends, ceases, or threatens to cease all or substantially all of its business.

The Supplier may also terminate or suspend Services immediately if:

the Customer fails to pay on time;
the Customer requests unlawful, fraudulent, misleading, unethical, or platform-prohibited work;
the Customer abuses, threatens, harasses, or defames Supplier team members;
continuing the work may expose the Supplier to legal, financial, reputational, or platform risk.

14.4 Consequences of Termination

On termination:

the Customer shall immediately pay all outstanding invoices;
the Supplier may issue an invoice for Services performed but not yet invoiced;
accrued rights and remedies remain unaffected;
clauses intended to survive termination shall continue in effect.

15. Refunds and Chargebacks

Fees for Services already performed, booked, allocated, delivered, or committed are non-refundable unless otherwise agreed in writing.

The Customer agrees not to initiate a chargeback, payment dispute, or bank reversal without first contacting the Supplier in writing and giving the Supplier a reasonable opportunity to resolve the issue.

16. Force Majeure

The Supplier shall not be liable for any delay or failure to perform obligations caused by events beyond the Supplier’s reasonable control, including strikes, lock-outs, industrial disputes, utility failures, transport failures, internet outages, platform outages, cyberattacks, acts of God, war, riot, civil commotion, malicious damage, compliance with law or governmental order, accident, fire, flood, storm, pandemic, supplier default, subcontractor default, payment system failure, or advertising platform disruption.

If a Force Majeure Event prevents the Supplier from providing Services for more than one week, the Supplier may terminate the Contract immediately by giving written notice to the Customer.

17. Assignment and Subcontracting

The Supplier may assign, transfer, subcontract, delegate, or otherwise deal with its rights or obligations under the Contract where reasonably necessary to provide the Services.

The Customer may not assign, transfer, charge, subcontract, declare a trust over, or otherwise deal with its rights or obligations under the Contract without the Supplier’s prior written consent.

18. Notices and Communication

Any notice or other communication under the Contract shall be in writing.

Written communication includes email, online messengers, Slack, Basecamp, Telegram, WhatsApp, Viber, project management tools, or other written channels used by the parties.

Notices to the Supplier should be sent to:

[email protected]

A notice sent by email or online messenger shall be deemed received one Business Day after transmission, unless there is evidence of failed delivery.

19. Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable.

If modification is not possible, the relevant provision or part-provision shall be deemed deleted. The rest of the Contract shall remain valid and enforceable.

20. Waiver

A waiver of any right under the Contract is only effective if given in writing.

No failure or delay by either party in exercising any right or remedy shall constitute a waiver of that or any other right or remedy.

21. No Partnership or Agency

Nothing in the Contract creates a partnership, joint venture, employment relationship, franchise, or agency relationship between the parties.

Neither party has authority to bind the other party unless expressly agreed in writing.

22. Third Parties

A person who is not a party to the Contract has no right to enforce its terms.

23. Variation

No variation of the Contract shall be effective unless agreed in writing by both parties.

For the avoidance of doubt, written agreement may include email, online messenger, project management tool approval, signed document, or other written confirmation.

24. Governing Law and Jurisdiction

The Contract and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of the State of Illinois, United States, without regard to conflict of law principles.

Each party irrevocably agrees that the state and federal courts located in Cook County, Illinois, United States, shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract, including non-contractual disputes or claims.

25. Changes to These Terms

The Supplier may update these Master Services Terms from time to time.

The version applicable to a Customer is the version linked in the invoice, proposal, payment page, or Order Terms accepted by the Customer at the time of purchase, unless the parties agree otherwise in writing.

The Supplier should keep a dated archive of prior versions for reference.