Terms and Conditions
Terms and Conditions of Service
Effective Date: August 28, 2026
These Terms and Conditions (“Terms”) govern the provision of marketing, advertising, website, and related services (“Services”) by Allegro Brands, Inc., d/b/a eCommerce Institute (“Consultant”) to any client (“Client”).
1. Services
Consultant provides services on an as-needed, hourly basis. Services may include, but are not limited to:
Responding to requests or directives from Client stakeholders.
Performing tasks in response to business conditions, including Google Ads performance, analytics, and website activity.
Website maintenance (e.g., WordPress updates, plugin/server updates, PHP upgrades, log file reviews).
Website development (e.g., pages, templates, headers, footers, and other customizations).
Google and other online advertising setup, management, or adjustments.
Client acknowledges that the nature of services may require Consultant to take timely or urgent action without prior written approval to preserve website stability, business continuity, or advertising performance.
2. Payment Terms
Hourly Billing: Consultant bills for actual time worked at its current hourly rate unless otherwise agreed in writing.
Invoices & Due Date: Invoices are due upon receipt.
Accepted Methods: Credit Card (subject to fee), ACH Transfer, Wire Transfer, Zelle, Venmo (business account), Company Check.
Credit Card Payments: A 2.9% transaction fee applies to all credit card payments (or the then-current rate charged by Consultant’s processor).
Finality of Payments: Invoices reflect services performed and are due in full. Requests for additional work or revisions are treated as new billable services.
No Chargebacks: All payments are final and not subject to chargebacks or reversals. Any billing concerns must be raised directly with Consultant.
Late Payments: Overdue balances may accrue 1.5% monthly interest (or the maximum permitted by law). Services may be suspended for nonpayment.
3. No Guarantee of Results
Consultant does not guarantee specific results, outcomes, or performance levels from the Services, including but not limited to increased traffic, conversions, revenues, or search engine rankings.
4. Client Responsibilities
Client shall provide Consultant with timely access to information, personnel, accounts, systems, and approvals necessary for Consultant to perform the Services. Consultant shall not be liable for delays, errors, or issues arising from Client’s failure to provide such cooperation.
5. Indemnification & Limitation of Liability
Client acknowledges that digital marketing, advertising, and website activities inherently involve risks, including but not limited to reduced performance, downtime, advertising disapprovals, or unintended impacts on website functionality.
Client agrees to indemnify, defend, and hold harmless Consultant and its officers, employees, and agents from any and all claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to Consultant’s performance of services under these Terms.
Consultant shall not be liable to Client or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to lost profits, loss of revenue, or business interruption.
To the extent Consultant is found liable for any direct damages, such liability shall in all cases be limited to the fees actually paid by Client to Consultant for the specific Services giving rise to the claim within the thirty (30) days immediately preceding the event giving rise to such liability.
Right to Cure: Client must provide prompt written notice of any alleged error or defect and allow Consultant a reasonable opportunity to investigate and, if applicable, remedy the issue. Consultant shall not be responsible for costs incurred by Client to correct such issue unless Consultant was first given the opportunity to cure and failed to do so.
6. Force Majeure / Third-Party Failures
Consultant shall not be liable for failures or delays caused by third-party platforms, service providers, hosting environments, or other events outside its reasonable control.
7. Intellectual Property
All deliverables created by Consultant specifically for Client and paid for in full shall be deemed “work for hire” and owned by Client. Consultant retains all rights to pre-existing tools, methods, templates, processes, or code.
8. Authority to Act
Consultant may reasonably rely on communications from Client’s owner, officers, employees, or contractors and is not liable for acting on such instructions in good faith.
9. Independent Contractor
Consultant is an independent contractor. Nothing herein creates a partnership, employment, or agency relationship.
10. Amendments
Consultant may update or modify these Terms at any time without prior notice. The most current version will be posted at [yourdomain.com/terms], and continued use of services or payment of invoices constitutes acceptance of the updated Terms.
11. Survival
Sections relating to payment obligations, indemnification, limitation of liability, intellectual property, no chargebacks, and governing law shall survive termination or expiration of these Terms.
12. Governing Law
These Terms are governed by the laws of the State of California, without regard to conflict of laws.
Payment Discount Structure
Invoices are due upon receipt. Clients paying by the 5th of each month receive an early-payment discount as noted on each invoice. Payments received after the 5th do not qualify for the discount. Amounts unpaid after 30 days may accrue interest per the terms below.