Standard Terms

Version 2026-10-16.v2

These Standard Terms are between NameNiche, LLC, a Florida limited liability company that operates the Agency Growth brand and the agencygrowth.com website ("we", "us"), and the business named in a Statement of Work that refers to these terms (the "Client", "you").

1. How the agreement works

1.1. The agreement. Our agreement with you is made of (a) these Standard Terms, in the version named in your Statement of Work, and (b) each Statement of Work ("SOW") you accept. Together they are the "Agreement". Each SOW is a separate engagement under these Standard Terms.

1.2. Order of precedence. The SOW controls on scope, definition of done, fees, billing method, timeline, start date and client inputs. A SOW changes any other section of these Standard Terms only if it names the section number it changes. In every other conflict, these Standard Terms control. Sales pages, proposals, emails and calls do not add to or change the Agreement.

1.3. Accepting. You accept a SOW and these Standard Terms by ticking the acceptance box on the proposal page and clicking the accept button, by signing the SOW, or by paying the first invoice or charge for the SOW after receiving it. Section 17 covers electronic acceptance.

1.4. Definitions. "Services" means the work described in a SOW. "Deliverables" means the things the SOW says we will hand over. "Definition of done" means the written, checkable list in the SOW that decides when a Deliverable or a stage of work is complete. "Retainer" means Services billed monthly. "Build" means a one-off project billed by fixed fee. "Client Materials" means anything you or your customers give us, including data, content, brand assets and account access.

2. The Services and the definition of done

2.1. What we do. We perform the Services in each SOW in a professional and workmanlike manner, using people with suitable skill.

2.2. Done is written down. Every SOW contains a definition of done. A Deliverable is complete when it meets its definition of done. Nothing outside the SOW's scope is owed.

2.3. No promise of business results. We do not promise revenue, profit, savings, retention, rankings, leads or any other business outcome. Where a SOW lists measures to be reported (for example, retention or average contract value), we report them; they are not targets we guarantee, and missing them is not a breach. Numbers we report are calculated from data you provide or approve.

3. What you provide

3.1. Client inputs. You will provide the inputs, access and approvals listed in the SOW by the dates it gives, name one person with authority to approve work, and respond to requests for approval within 5 business days.

3.2. Timelines pause. Every date we owe moves later, day for day, while an input, access or approval you owe is outstanding. We will tell you when we are waiting on you, but the pause applies even if we do not.

3.3. Your materials. You confirm you have the right to give us the Client Materials and to let us use them to perform the Services, and that following your instructions will not break the law or anyone else's rights.

4. Acceptance

4.1. When this applies. This section applies to every Build and to any Retainer Deliverable the SOW marks as subject to acceptance.

4.2. Notice of completion. When we believe a Deliverable meets its definition of done, we will tell you in writing and, where the SOW requires it, run the acceptance tests with you.

4.3. Review window. You have 5 business days from our notice to accept the Deliverable or to tell us in writing exactly which item of the definition of done is not met.

4.4. Fix and resubmit. If you identify an unmet item, we fix it and give a new notice, and the review window starts again for the items that were unmet.

4.5. Deemed acceptance. If you do not respond within the review window, or you start using the Deliverable in your live business, the Deliverable is accepted.

4.6. Acceptance is the finish line. Acceptance means the Deliverable meets its definition of done. Requests made after acceptance that go beyond the definition of done are new work under Section 5.

5. Changes

Work outside a SOW happens only under a written change order or a new SOW that states its own scope, definition of done and price, and that you accept in writing or by the method in Section 17. Requests made by any other means, including on calls or in chat, do not change the scope.

6. Ownership and accounts

6.1. Your accounts. Accounts, subscriptions, domains, data and credentials used for your business are registered to you and owned by you. Where we set something up for you, we set it up in your name. When an engagement ends, we hand over anything still in our control and our access is removed.

6.2. Your Deliverables. Once you have paid in full for a Deliverable, you own it, including the copyright in the parts made specifically for you, and we assign those rights to you. Until then, you may use what we have delivered for your own business while you are not in breach of payment terms.

6.3. Our pre-existing materials. We keep ownership of the methods, templates, frameworks, code, prompts, checklists and know-how we had before the engagement or develop for clients generally ("Our Materials"). Where Our Materials form part of a Deliverable, we give you a non-exclusive, perpetual, worldwide, royalty-free licence to use, copy and modify them as part of that Deliverable for your business. You may not resell Our Materials on their own.

6.4. Third-party materials. Third-party products and services used in a Deliverable stay subject to their own terms, which you accept directly with the provider where needed. Their fees are yours unless the SOW says otherwise.

6.5. Feedback and general learning. We may use general skills and knowledge gained during the engagement, and suggestions you give us about our services, provided we do not disclose your Confidential Information.

7. Fees and payment

7.1. Fees. You pay the fees in each SOW, in US dollars, plus any applicable sales or similar taxes (other than taxes on our income).

7.2. Retainers are a monthly subscription. Retainer fees are charged in advance, on the SOW start date and then on the same day each month, by bank debit or card from the payment method you authorize. Each charge pays for the month that follows it (a "paid month").

7.3. Builds. Build fees are paid as the SOW states. Any deposit or milestone payment is due when the SOW says, and the balance is due when the Build is accepted under Section 4. The balance is never due before acceptance.

7.4. No free work. We do not perform unpaid pilots, trials or speculative work. Work starts when the first payment in the SOW clears.

7.5. No refunds. Fees paid are not refunded, in whole or in part, including for a month in which you used fewer Services than were available. Your protection is built into the Agreement instead: a written definition of done, no Build balance before acceptance, and the right to end a Retainer at the end of any paid month while keeping everything delivered and paid for.

7.6. Late or failed payment. If a charge fails or an invoice is unpaid 5 business days after it is due, we may pause the Services until it is paid, and our dates move later by the length of the pause. Overdue amounts carry a late charge of 1.5% per month or the highest amount the law allows, whichever is less. You will pay reasonable costs of collecting overdue amounts.

7.7. Questions about a charge. If you think a charge is wrong, tell us in writing within 30 days of it and we will work it out with you directly, and you will raise the question with us before disputing the charge with your bank or card issuer. You will pay any part of a charge that is not in question.

7.8. Price changes. The fees in a SOW are fixed for that SOW. For a Retainer, we may change the monthly fee only by giving you 30 days' written notice, and the new fee applies from the first paid month that starts after the notice period. You can end the Retainer under Section 8.2 before the new fee applies.

8. Term and ending

8.1. Term. These Standard Terms apply from your first accepted SOW until every SOW has ended. Sections that by their nature should continue (including 6, 7 for amounts owed, 8.5, 9, 12, 13, 14 and 18) continue after the Agreement ends.

8.2. Ending a Retainer. A Retainer runs month to month. You may end it at the end of any paid month by telling us in writing before the next charge date. No further charges are taken, the Services continue to the end of the paid month, and you keep everything delivered and paid for. We may also end a Retainer at the end of any paid month by telling you in writing at least 14 days before the next charge date.

8.3. Stopping a Build. You may stop a Build before acceptance by telling us in writing. Amounts already paid are kept for the work performed, the unpaid balance is not owed unless the SOW sets a cancellation fee, and we hand over work in progress as it stands, which you may use under Section 6.2 once any amounts then due are paid.

8.4. Ending for cause. Either of us may end the Agreement, or an affected SOW, by written notice if the other (a) materially breaches it and does not fix the breach within 30 days of written notice describing it, or (b) becomes insolvent, makes an assignment for creditors, or enters bankruptcy or a similar proceeding that is not dismissed within 60 days. We may end the Agreement on 5 business days' notice if fees remain unpaid 30 days after they are due.

8.5. What happens at the end. We stop the Services, hand over Deliverables and anything in our control that belongs to you, and remove our access to your systems. Each of us returns or deletes the other's Confidential Information, except copies kept as required by law or in routine backups, which stay confidential. Amounts already paid are not refunded, and amounts owed for work up to the end date stay payable.

9. Confidentiality

9.1. "Confidential Information" means non-public information one of us shares with the other that is marked confidential or that a reasonable person would understand to be confidential, including your customer data, pricing and plans, and our methods and pricing. It does not include information that is or becomes public through no fault of the receiver, that the receiver already knew or develops independently, or that the receiver lawfully gets from someone else without a duty of confidence.

9.2. The receiver uses Confidential Information only for the Agreement, protects it with at least reasonable care, and shares it only with its staff, contractors and advisers who need it and who are bound by confidentiality duties at least as protective as these.

9.3. If the law or a court requires disclosure, the receiver may disclose what is required, and will give the discloser advance notice where the law allows.

9.4. These duties last for 3 years after the Agreement ends, and for as long as the information remains a trade secret in the case of trade secrets.

10. Data, access and publicity

10.1. Data and access. We use Client Materials, including any personal data and account access you give us, only to perform the Services and as you instruct. We follow your reasonable written security instructions, use access only for the engagement, do not sell your data, and tell you without undue delay if we learn of unauthorized access to your data in our control. You are responsible for having the notices and permissions needed to share your customers' data with us.

10.2. Work sent in your name. Where a SOW has us prepare reports or messages sent under your brand, you approve the template before first use and you are the sender.

10.3. Publicity. Neither of us will use the other's name, logo or results publicly without the other's written approval. Case studies and published results about your business require your written sign-off on the final text.

11. Warranties

11.1. Both of us. Each of us confirms that it has authority to enter into the Agreement and that the person accepting it is authorized to bind it.

11.2. Our warranty. We will perform the Services in a professional and workmanlike manner. If the SOW sets a fix period, and an accepted Deliverable stops meeting its definition of done during that period while your systems and the Deliverable are unchanged, we will fix it at no extra charge. This does not cover changes made by you or third parties, changes in third-party products or services, cancelled accounts, or new requirements; that work is a change order or Retainer work. Fixing under this section is your remedy for a breach of this warranty.

11.3. Disclaimer. Except as stated in this Section 11, the Services and Deliverables are provided without other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement, to the extent the law allows. We do not warrant uninterrupted or error-free operation of third-party products or services.

12. Indemnities

12.1. From us. We will defend you against a third-party claim that a Deliverable, as we delivered it, infringes that party's intellectual property rights, and pay the resulting damages and costs finally awarded or agreed in settlement. This does not apply to claims caused by Client Materials, by changes not made by us, by third-party materials under Section 6.4, or by combining the Deliverable with things we did not supply. If such a claim is made, we may modify the Deliverable so it does not infringe or obtain the right for you to keep using it.

12.2. From you. You will defend us against a third-party claim arising from Client Materials, from content or messages you approve or send, or from your use of the Deliverables in breach of law or of the Agreement, and pay the resulting damages and costs finally awarded or agreed in settlement.

12.3. Process. The party seeking protection gives prompt written notice of the claim, lets the other party control the defence and settlement (no settlement may admit fault for, or impose a duty on, the protected party without its consent), and gives reasonable help at the other party's cost.

13. Limits on liability

13.1. Cap. Each party's total liability arising out of or related to the Agreement is limited to the fees paid and payable under the SOW giving rise to the claim in the 12 months before the event that caused the claim.

13.2. Indirect losses. Neither party is liable for lost profits, lost revenue, lost business, loss of data that could have been restored from backup, or indirect, special, incidental, consequential or punitive damages, even if told they were possible.

13.3. What the limits do not cover. Sections 13.1 and 13.2 do not limit: your duty to pay fees; either party's obligations under Section 12; a breach of Section 9; liability for gross negligence, fraud or wilful misconduct; or any liability that cannot be limited by law.

13.4. These limits apply to every kind of claim, whether in contract, tort (including negligence) or otherwise.

14. Working relationship

14.1. Independent contractor. We are an independent contractor. Nothing in the Agreement creates an employment, partnership, agency or joint venture relationship, and neither of us can bind the other.

14.2. Our team. We may use employees and subcontractors to perform the Services. We stay responsible for their work and bind them to confidentiality and ownership terms at least as protective of you as these.

14.3. Non-solicitation. During the Agreement and for 12 months after it ends, neither of us will directly solicit for employment or engagement any person employed or engaged by the other who worked on the Services, without the other's written consent. General advertisements not aimed at those people, and responses to them, are allowed.

15. Events outside our control

Neither party is responsible for a delay or failure caused by events beyond its reasonable control, such as natural disasters, outages of third-party services, government action, or labour disputes, other than an obligation to pay money. Affected dates move by the length of the event. If the event stops the Services for more than 30 consecutive days, either party may end the affected SOW by written notice, and Section 8.5 applies.

16. Notices

Notices under the Agreement go by email to the addresses in the SOW, or to an address a party later gives in writing. An email notice is received on the next business day after it is sent, unless the sender receives a bounce. Notices of breach or ending for cause must also be confirmed by a second email to the same address or by post.

17. Electronic acceptance and records

17.1. Electronic agreement. You agree that the Agreement may be formed, signed and kept electronically, and that ticking the acceptance box and clicking the accept button on the proposal page is your signature on the SOW and these Standard Terms, with the same effect as a handwritten signature.

17.2. What we record. When you accept, we record the name, email and title of the person accepting, the business name, the date and time, the IP address and browser used, and the exact versions of the SOW and Standard Terms shown. We email you a copy of both documents as accepted, and you may request another copy at any time.

17.3. Authority. The person accepting confirms they are authorized to bind the Client.

18. General

18.1. Changes to these Standard Terms. We may publish new versions of these Standard Terms. A new version applies only to a SOW, change order or renewal that you accept and that names it. The version named in your accepted SOW keeps applying to that SOW until you accept a new one.

18.2. Governing law and venue. The laws of Florida, without regard to its conflict of laws rules, govern the Agreement. Any dispute is decided in the state or federal courts located in Florida, and each party consents to that forum.

18.3. Assignment. Neither party may assign the Agreement without the other's written consent, except to a successor in a merger, reorganization or sale of all or substantially all of its business or assets, with notice. Any other assignment is void.

18.4. Entire agreement. The Agreement is the parties' entire agreement on its subject and replaces earlier discussions and proposals. Terms in your purchase orders or forms do not apply.

18.5. Amendments and waivers. Changes to the Agreement must be in writing and accepted by both parties, including by the method in Section 17. A waiver must be in writing and is not implied by conduct.

18.6. Severability. If a provision is unenforceable, it is limited to the minimum extent needed and the rest of the Agreement stays in effect.

18.7. No third-party beneficiaries. The Agreement benefits only the parties.

18.8. Headings. Headings are for convenience. "Including" means including without limitation.

Questions about these terms: legal@agencygrowth.com.