1) Acceptance of Terms

By (a) signing a proposal, quote, or order form; (b) paying an invoice or deposit; (c) clicking accept in an online flow; or (d) instructing us to begin, you agree to these Terms of Service ("Terms"). If there is a conflict between these Terms and a signed Statement of Work ("SOW"), the SOW controls for that project.

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2) Who We Serve (B2B Only)

Our services are offered to businesses and organisations. By engaging us, you represent that you are authorised to bind the business you represent.

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3) Services

We deliver one or more of the following (collectively, the "Services"):

• Digital Marketing & Paid Media: Search, social, video/UGC, display, retargeting, Performance Max; feed/catalog management; campaign forecasting and optimization.

• SEO & Content: Technical SEO, on‑page/off‑page, content strategy and production, analytics.

• Social Media Marketing & Community: Strategy, calendars, asset creation, scheduling, community moderation.

• Email & CRM Automation: Segmentation, lifecycle flows, integrations, reporting.

• Web & UX: Research, UX/UI design, copy, prototypes, builds (e.g., Wix/WordPress), QA, handover.

• Creative Production: Brand identity, guidelines, static and motion design, photography/video (as scoped).

• OOH/Experiential (as available): LED mobile billboard campaigns; AirVista pop‑up pods; promo installations and on‑site activations.

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Specific deliverables, timelines, and acceptance criteria will be defined in the applicable Quote/Proposal/SOW or project brief.

 

4) Estimates, Quotes, and Pricing

• Validity: Written quotes are valid for 14 days unless otherwise stated. All prices are in TTD unless noted.

• Scope: Quotes reflect the scope known at the time. Any material change may require a revised quote.

• Taxes & Fees: Client is responsible for all applicable taxes, platform fees, and government charges.

 

5) Invoicing, Deposits, and Payment Terms

• Deposits: Unless otherwise stated, projects require a 50% non‑refundable deposit to schedule work. Retainers require the first month in advance.

• Due Dates: Invoices are due within 7 days of issue unless otherwise stated. Late amounts accrue 1.5% per month (or the maximum allowed by law), plus reasonable collection costs.

• Suspension: We may pause Services and/or withhold deliverables for unpaid invoices after written notice.

• Refunds: Professional time already allocated or delivered, and third‑party costs incurred on your behalf, are non‑refundable.

 

6) Ad Spend & Third‑Party Platforms

• Custody of Funds: Ad spend and third‑party costs (e.g., Google, Meta, TikTok, email/CRM tools, stock/AI tools, hosting) are paid directly by Client wherever possible. If we advance such costs, they will be re‑invoiced plus a handling fee if stated in your SOW.

• Access: You will provide timely admin/partner access to required platforms, pixels, catalogues, domains, and DNS.

• Policies: Client must comply with each platform’s policies. We may refuse or remove content, or suspend campaigns, that we reasonably believe violate our policies or applicable laws.

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7) Changes, Rush Work, and Cancellations

• Change Requests: We’ll assess impact on timeline/fees. Material scope changes require a written change order.

• Rush Work: Requests with compressed timelines may attract a rush fee (rate specified in your SOW/quote).

• Pauses/Cancellations: Retainers and fixed projects can be paused or cancelled with 30 days’ written notice. Prepaid hours/blocks expire if not used by the date set in your SOW.

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8) Client Responsibilities

You agree to:

• Provide accurate information, timely feedback/approvals, and a single point of contact.

• Warrant that all materials you provide (e.g., logos, product images, claims, testimonials, music, model releases) are lawful, licensed, and do not infringe any rights.

• Obtain all required permissions for on‑site work, shoots, driving routes, or events (including municipal permits, venue approvals, and power/access).

• Ensure your products/services and marketing claims comply with applicable laws and advertising standards.

 

9) Deliverables, Acceptance, and Revisions

• Drafts & Proofs: We’ll submit drafts/proofs as specified. Unless your SOW states otherwise, each item includes one (1) round of consolidated revisions.

• Acceptance: Deliverables are deemed accepted upon the earlier of (a) your written approval; or (b) 7 days after delivery with no specific change requests.

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10) Intellectual Property & Licenses

• Pre‑existing IP: Each party retains ownership of pre‑existing IP (templates, code, libraries, processes, know‑how).

• Project IP: Upon full payment, and unless otherwise stated, we grant you a non‑exclusive, perpetual, worldwide license to use the final approved deliverables for your own business marketing and internal use. Source files, working files, raw footage, and proprietary tools are not included unless expressly purchased/licensed in the SOW.

• Third‑Party Assets: Stock, fonts, software, and AI tools are subject to their own licenses; Client must maintain licenses for continued use.

• Portfolio Use: You grant us a limited right to display non‑confidential work outcomes (visuals, logos, case metrics redacted as needed) in our portfolio, proposals, and social channels. You may opt out by written notice for sensitive projects before work begins.

 

11) Confidentiality

Each party will keep the other’s non‑public information confidential and use it only for performing under these Terms. This survives termination.

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12) Privacy & Data Protection

• Privacy Policy: Our collection and use of personal data is described in our Privacy Policy (linked on our website).

• Data Processing: If we process personal data on your behalf (e.g., CRM, email, analytics), the parties may execute a Data Processing Addendum (DPA) where required. You represent that you have provided necessary notices and have a lawful basis for such processing.

• Security: We take reasonable technical and organizational measures appropriate to the Services’ nature. No method is 100% secure; you are responsible for your own systems, backups, and access controls.

 

13) On‑Site Activations, LED Mobile Billboard & Pods (if applicable)

• Availability: These services may be limited by scheduling, maintenance, and permits.

• Safety & Force Majeure: Operations may be affected by weather, road closures, mechanical issues, or safety concerns. We may modify routes/schedules or pause service where necessary. Lost time will be rescheduled where feasible, which is your sole remedy.

• Permissions: Client is responsible for all location permissions, event approvals, and compliance with local laws/regulations.

 

14) Compliance, Claims, and Substantiation

Client is solely responsible for the truthfulness and substantiation of all marketing claims. We may ask for substantiation and may refuse content that appears misleading, unlawful, or harmful.

 

15) Warranties & Disclaimers

• No Guaranteed Results: Marketing outcomes depend on many factors beyond our control. We do not guarantee specific positions, rankings, impressions, clicks, sales, ROAS, CPA, MER, or any financial result.

• AS IS: Except as expressly stated, the Services and deliverables are provided "as is" without warranties of any kind, express or implied.

 

16) Limitation of Liability

To the maximum extent permitted by law, our total liability arising out of or related to the Services will not exceed the amounts you paid to us for the specific SOW in the three (3) months preceding the event giving rise to the claim. In no event are we liable for indirect, incidental, special, consequential, exemplary, or punitive damages; lost profits or revenues; or business interruption.

 

17) Indemnification

You will defend, indemnify, and hold harmless Shark Ads and its directors, officers, staff, and contractors from any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from (a) your content, products, or services; (b) your breach of these Terms; or (c) your violation of law or third‑party rights.

 

18) Term, Termination & Effects

• Term: Begins on acceptance and continues until the project/retainer ends or is terminated.

• Termination for Convenience: Either party may terminate a retainer or ongoing project with 30 days’ written notice. Fixed‑scope projects may be terminated for convenience before completion; you will pay for work performed and non‑recoverable costs to date.

• Termination for Cause: Either party may terminate on written notice for material breach not cured within 10 days.

• Effects: Upon termination, all fees incurred become immediately due. Licenses to deliverables are effective only upon full payment.

 

19) Non‑Solicitation

During the engagement and for 6 months thereafter, you will not directly solicit employment of our employees or key contractors who worked on your account, without our prior written consent. General public job postings are excluded.

 

20) Force Majeure

Neither party is liable for delays or failures due to events beyond reasonable control (e.g., natural disasters, acts of government, strikes, outages). Affected obligations are suspended for the duration.

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21) Communications & Notices

We may communicate operationally via email, project tools, or messaging apps. Formal notices must be sent by email to support@sharkadsmarketing.com (with copy to any addresses listed in your SOW) and are deemed received on the next business day in America/Port_of_Spain time.

 

22) Changes to These Terms

We may update these Terms occasionally. Material changes will be posted to our site with a new “Last updated” date. For active retainers/SOWs, we will email notice; continuing to use the Services after the effective date constitutes acceptance.

 

23) Governing Law & Venue

These Terms are governed by the laws of the Republic of Trinidad and Tobago. The parties consent to the exclusive jurisdiction and venue of the courts located in Port of Spain, Trinidad & Tobago.

 

24) General

• Independent Contractors: The parties are independent contractors; no partnership, franchise, or agency is created.

• Assignment: You may not assign these Terms without our prior written consent, except to a successor via merger or sale of substantially all assets. We may assign to an affiliate or in connection with a merger or asset sale.

• Severability: If any provision is unenforceable, the remainder remains in effect.

• Entire Agreement: These Terms, together with the accepted Quote/Proposal/SOW and any referenced policies or addenda (e.g., Privacy Policy, DPA), form the entire agreement and supersede prior discussions.

• No Waiver: A failure to enforce any right does not waive it.