TERMS OF SERVICE

Standard Operating Hours

Strategy, LLC’s normal business hours of operation are between the hours of 8:00am – 6:00pm, Monday through Friday, excluding public holidays. Monitoring services will be provided 24/7/365.

Annual Agreements

This agreement is effective upon the date signed and shall remain in force for a period of one year. The service agreement automatically renews for a subsequent one-year term beginning on the day immediately following the end of the initial term, unless either party gives the other sixty (60) days written notice of its intent not to renew this agreement. Should adjustments or modifications be required that modifies the monthly fees paid for the services performed under this agreement, said changes will be communicated at least sixty (60) days prior to renewal.

What We Need From You

  1. Administrative access to websites, social platforms, domain registry, domain name servers, or other systems necessary to perform services outlined in the budget section of this agreement.
  2. Corporate art such as logos or other imagery of the highest possible quality in JPG, TIFF, EPS, Photoshop, or Illustrator format.
  3. If graphic design is provided, please provide layered Adobe files for production purposes.
  4. Timely responses to deadlines and approvals. If responses are not provided, services may not be rendered or will be delayed. Credits will not be applied to services not rendered due to delays in approvals.

Services Not Covered in Marketing Plans

  1. The cost of any 3rd party software, software licensing, equipment, shipping charges, or upgrade fees of any kind.
  2. Third-party costs for stock photography or other stock assets.
  3. Travel expenses outside of the Kansas City metro or other out-of-pocket expenses.

Source Code Ownership

We provide a service to our clients in that we provide an end product that the client can use on a web server, send to a printer, or use in another media format. The client has the full rights to anything that is needed to render the end product.

Template graphic design files are provided as necessary to maintain websites or update print items. Source code is not available for content management systems or e-commerce projects as Strategy may not be the owner of the related software systems.

Source Code and/or files will be provided after final payment has been received.

Rights for Use for Self Promotion

Strategy, LLC reserves the right to use any final product for use in self-promotion unless a non-disclosure agreement is required and signed by Strategy, LLC before work has begun.

Payments & Billing

BILLING

Invoices are due net 15. Rush production fees may be applied to any project that requires expedited production and will be noted at the time of the estimate. A minimum fee of $175 or 50%, whichever is greater, will be applied to such projects. If you opt to pay for your development with a payment plan, terms can be established that fit your specific budget needs. Hosting or other monthly fees will be charged to a credit card on a monthly recurring basis on the 1st of each month. A monthly late charge (the greater of 1.5% of the overdue amount or $15/month) will be assessed on outstanding invoices over 30 days old. Services may be terminated if more than two (2) monthly payments are missed. Payments can be made online at www.strategynewmedia.com/payments.

PAYMENT METHODS

Accepted payment methods are limited to ACH transfer, check, or credit card. The specific payment method and any agreed-upon payment terms (e.g., one-time, installment, or net terms) will be selected by the Client and documented in the applicable Sales Agreement at the time of signing. We reserve the right to refuse any payment method not listed above. All payments are subject to the Payment Methods and Surcharges policy below. Invoices remain due net 15 unless otherwise specified in the Sales Agreement.

RECURRING SERVICES & AUTOMATIC BILLING

For recurring services, including but not limited to monthly website hosting, retainers, marketing plans, or managed IT services, Client must provide and maintain a valid payment method (ACH or credit card) on file for automatic monthly billing. Recurring charges will be processed on renewal date. Client authorizes Strategy to automatically charge the on-file payment method for all recurring fees, taxes, and any applicable surcharges. Failure to maintain a valid payment method on file may result in service suspension until resolved.

CREDIT CARD SURCHARGE

To offset credit card processing costs, a surcharge of 3.5% will be added to the total amount of any transaction paid by credit card. This surcharge applies only to credit card payments and will not be charged on ACH transfers or checks. The surcharge will not exceed our actual processing costs or applicable legal limits (capped at 4% federally).
 
We will provide clear and conspicuous notice of the surcharge amount at the point of entry or point of sale (including on invoices, estimates, and the Sales Agreement) and in advance of completing the transaction, in full compliance with Kansas law (K.S.A. 16a-2-403). The surcharge will appear as a separate line item on your invoice or receipt. Clients are encouraged to use ACH or check to avoid this fee

WHAT THE ESTIMATE DOESN’T COVER

This estimate does not cover third party fees such as stock art, credit card processing, hardware, software, print costs, etc. Further, this estimate does not cover mileage, meals, or other out-of-pocket expenses which will be billed as needed.

Websites

WEBSITE WARRANTY

Because we work to make sure that you get the most out of your website and that your online presence reaches its full potential, Strategy provides an extensive 30-day website warranty and maintenance policy for the solutions we build and host.

The warranty covers code and graphics developed by Strategy. The warranty covers errors or omissions by our staff for 30 days after the solution goes live. Any code altered by the client and/or 3rd party applications used in the website is outside the scope of our warranty. The accuracy of content provided or approved by the client to complete the website is the client’s responsibility, and alterations are considered change requests.

WEBSITE HOSTING

Website hosting will be billed on the first day of each month and automatically charged to the payment method (ACH preferred or credit card) kept on file, subject to any applicable surcharge for credit card payments. The temporary web development site does not incur a monthly charge during active development. Should the web development project stall for more than 60 days, hosting fees will begin at the agreed upon hosting rate. If you would like to move hosting providers, Strategy will provide a backup to the site at no cost. For assistance in migrating to a new hosting provider, an off-boarding fee will be required. Hosting shall continue until the client provides a written notice of cancellation 30 days prior to requested cancellation date. To provide written notice, you must complete our hosting cancellation form.

Termination / Plan Changes

If a contract is requested to be terminated prior to the contract expiration date the termination will result in 100% of remaining contract to be immediately due. Access to any system or asset will be withheld until all billing is current. Any requested plan change that impacts monthly fees must be made 60-days prior to changes taking effect. Rather than terminating the contract, the contract may be re-negotiated with a 60-day notification at the sole discretion of Strategy, LLC.

PROJECT / PLAN DELAYS

We understand that delays can occur during the course of a project, so we have established guidelines to manage them effectively and keep you informed. Our goal is to keep projects on schedule and manage resources efficiently.

Halfway to the assigned deadline, we will send a reminder to submit any pending materials or approvals. On the day of the deadline, we will send another reminder to emphasize the urgency of addressing any outstanding items. If the deadline passes without the necessary actions being completed, we will send a notice three business days later, indicating that the project is at risk of moving to the end of the queue and may incur additional fees.

If the project is moved to the end of the queue, we will provide a new timeline and inform you that billing will continue as normal, with potential rush fees, as applicable, to stay on schedule. If the project has not been re-engaged by the new deadline, it will be paused, and a fee will be charged to re-engage. The project will need to be re-estimated based on the new scope. Throughout this period, monthly fees or other costs will be billed as appropriate. Additionally, invoices will be sent for any completed work or milestones if the project is not re-engaged or is canceled.

Upon re-engagement, we will provide a new schedule, including recalibration, re-scoping, and any necessary research, with rush fees potentially applying to maintain the new schedule. Re-engagement efforts will be billed hourly at the current hourly rate. If the project is not re-engaged within a six-month window, it will be canceled, and final billing will be processed.

If at any point during an active project, if the client’s primary point of contact changes, the project will be evaluated for any requested changes and rescoped or estimated as appropriate.

Paid Advertising Management Services

CLIENT RESPONSIBILITY FOR AD SPEND

When Strategy provides Google Ads (formerly AdWords), Pay-Per-Click (PPC), or other advertising platform management services, the following terms apply in addition to all other provisions of these Terms and Conditions:

  1. Client’s Sole Responsibility for Ad Spend. The Client is solely and fully responsible for all costs, fees, charges, and expenses incurred on advertising platforms (including but not limited to Google Ads, Social Platforms, or similar platforms) as a result of campaigns managed by Strategy on the Client’s behalf (“Ad Spend”). All Ad Spend is paid directly by the Client to the respective advertising platform and is not invoiced or collected by Strategy.
  2. Payment and Account Funding. The Client shall maintain sufficient funds in their payment account (credit card, checking account, etc.) at all times to cover Ad Spend. Strategy may provide recommendations on budgets, bidding, or pacing, but the ultimate responsibility for funding the advertisements, reconciling budgets, deciding on spending limits, and making payments to advertising platforms rests exclusively with the Client.
  3. Consequences of Non-Payment or Rejected Payments. If the Client’s payments to the advertising platform are rejected, declined, insufficient, or otherwise fail (for any reason), Strategy reserves the right to immediately pause, suspend, or stop all advertising campaigns to prevent further accrual of charges. Strategy shall have no liability for any paused or discontinued campaigns, lost opportunities, reduced performance, or other impacts resulting from such actions. Campaigns will remain paused until the Client brings the account current and confirms resolution in writing. Strategy’s management fees shall continue regardless of a Client’s campaign status or payment delinquency with advertising platforms.
  4. Post-Termination Responsibility. Upon termination of services with Strategy (for any reason, including non-renewal, cancellation, or breach), the Client remains fully responsible and liable to the advertising platform for any outstanding Ad Spend, accrued charges, or fees incurred up to and including the date of termination, as well as any charges that may continue to accrue until campaigns are fully paused or stopped by the platform. Strategy shall not be obligated to monitor, manage, or pay any such post-termination amounts.
  5. Acceptance and Indemnification. By engaging Strategy for Google Ads / PPC services or by continuing to use such services, the Client acknowledges, accepts, and agrees to these responsibilities. The Client shall indemnify, defend, and hold harmless Strategy, its officers, employees, and affiliates from and against any and all claims, demands, losses, liabilities, damages, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to Ad Spend, platform charges, account funding issues, or any failure by the Client to comply with advertising platform terms.
  6. No Liability for Platform Actions. Strategy makes no representations or warranties regarding the accuracy of platform invoices, billing errors, refunds, overcharges, policy changes, or account suspensions by the advertising platform. Strategy shall not be liable for any disputes, over-payments, under-payments, or other issues related to Ad Spend.

SERVICES PAUSE POLICY

While we strongly advise against pausing your Google Ads (PPC) campaigns due to the potential long-term harm to performance, we recognize that business needs may occasionally require it. Pausing a campaign disrupts the Google algorithm’s learning process, which relies on continuous data flow to optimize bidding, targeting, and ad delivery. When paused, your campaigns may reset to a “learning phase” upon reactivation, leading to higher costs per click, reduced ad quality scores, and a loss of accumulated momentum. This can take weeks or months to recover, during which competitors may gain market share through uninterrupted advertising. In many cases, the overall cost to regain prior performance levels exceeds any short-term savings from pausing.

Additionally, during a pause, we continue to incur costs for essential third-party tools and services that support your account, such as analytics platforms, tracking software, and compliance monitoring, which cannot be suspended without risking account integrity.

To accommodate pauses while ensuring sustainability for our services, the following policy applies:

  • Pause Requests: All pause requests must be submitted in writing with at least 30 days’ notice. Pauses shorter than 30 days are not permitted, as they can cause disproportionate disruption without meaningful benefit.
  • Management Fees During Pauses: Your monthly management fee will not be paused, as this is not feasible given ongoing third-party costs and required account maintenance (e.g., monitoring for policy changes, data preservation, and readiness for reactivation). This continued fee ensures your account remains in good standing and can be relaunched efficiently.
  • Reactivation: Upon reactivation, there will be no additional setup fee, if ad spend was maintained during the pause. If ad spend was paused, there will be a new setup fee to resume the ads. Please note that in either case performance may resume at a lower level than before the pause. Recovering to previous performance levels can take weeks or months. We recommend consulting with your account manager before pausing to explore alternatives, such as budget adjustments or targeted optimizations, which often yield better results without interruption.
  • Alternative To Pausing Campaigns: Rather than completely pausing a campaign, a far more effective approach is to incrementally lower your campaign budgets over a period of 5 to 10 business days. This gradual reduction (e.g., 10-20% decreases every 1-2 days) allows Google’s system to adapt smoothly without major disruptions to bidding, ad delivery, or quality scores. By making small, planned adjustments instead of an abrupt cutoff, you preserve campaign integrity, maintain ongoing data flow for the algorithm, and minimize the risk of resetting the learning process. This method keeps your ads active at a reduced scale; ensuring continued visibility, momentum, and easier scaling back up when budgets allow while significantly reducing waste compared to a full pause. To restore the campaign budgets would be incremented using the same method.

Your account manager can guide this process step-by-step, monitoring performance and making refinements (such as bid adjustments or targeting tweaks) to optimize results during the transition. This proactive strategy typically leads to better long-term outcomes and faster recovery than pausing entirely.

Attorney’s Fees

In the event of any litigation between the parties hereto arising from or related to either party’s performance under or breach of this Agreement, the prevailing party in any such action shall be entitled to and shall receive from the adverse party, in addition to any relief granted by a court of law, its reasonable attorneys’ fees and other costs and expenses incurred in prosecuting or opposing the prosecution of such action, as the case may be.

Governance

This agreement shall be governed by the laws of the State of Kansas. It constitutes the entire agreement between the client and Strategy, LLC for services listed in the budget section of this agreement. Its terms and conditions shall prevail should there be any variance with the terms and conditions of any order submitted by the client. Strategy is not responsible for failure to render services due to circumstances beyond its control including, but not limited to, acts of God.

Limitation of Liability

In no event shall Strategy, LLC be held liable for indirect, special, incidental, or consequential damages arising out of service provided hereunder, including but not limited to loss of profits or revenue, loss of use of equipment or systems, lost data, or other costs.

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