3. Proposals & Agreements

 

All proposals are valid for 30 days from the date of issue unless otherwise stated. Engagement of our services is confirmed upon receipt of a signed agreement and deposit payment. Compound Agency reserves the right to refuse or discontinue services at its discretion.

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4. Client Responsibilities

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To enable Compound Agency to deliver services effectively, the client agrees to:

• Provide accurate and complete briefs, assets, and information in a timely manner

• Designate a point of contact with authority to approve work and make decisions

• Provide feedback and approvals within the timeframes specified in the project schedule

• Ensure all materials provided to Compound Agency are owned by, or properly licenced to, the client

Delays arising from the client's failure to meet these responsibilities may result in revised delivery timelines and/or additional fees.

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5. Fees & Payment

 

All fees are outlined in the applicable Proposal or SOW. Unless otherwise agreed:

• A non-refundable deposit is required before work commences

• Invoices are due within 14 days of issue

• Late payments may incur interest at 1.5% per month on the outstanding balance

• All fees are exclusive of applicable taxes (e.g., sales tax, GST/HST) unless stated

Compound Agency reserves the right to pause or suspend work on accounts with overdue balances.

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6. Revisions & Scope Changes

 

Each project includes a defined number of revision rounds as specified in the SOW. Additional revisions or requests that fall outside the agreed scope will be treated as change orders and quoted separately. All scope changes must be agreed in writing before additional work commences.

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7. Intellectual Property

7.1 Client Ownership

 

Upon receipt of full payment, Compound Agency assigns to the client all intellectual property rights in final, approved deliverables as specified in the SOW. This assignment excludes any pre-existing IP, third-party licensed assets, or background IP owned by Compound Agency.

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7.2 Compound Agency IP

 

Compound Agency retains ownership of all tools, templates, processes, methods, code libraries, and other proprietary materials used in delivering services. We retain the right to display completed work in our portfolio unless the client requests confidentiality in writing.

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7.3 Client Warranties

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The client warrants that all materials provided do not infringe any third-party intellectual property rights. The client agrees to indemnify Compound Agency against any claims arising from materials provided by the client.

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8. Confidentiality

 

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the course of the engagement. This obligation survives the termination of any agreement and does not apply to information that is publicly available or required to be disclosed by law.

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9. Termination

 

Either party may terminate a project agreement with 14 days' written notice. In the event of termination:

• The client is responsible for payment of all work completed to the date of termination

• Compound Agency will deliver all completed and in-progress work in its current state

• Non-refundable deposits are forfeited

Compound Agency may terminate immediately and without notice in the event of client non-payment or material breach of these terms.

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10. Limitation of Liability

 

To the maximum extent permitted by law, Compound Agency's total liability to the client for any claim arising from or related to our services shall not exceed the total fees paid by the client for the specific project giving rise to the claim.

Compound Agency is not liable for any indirect, incidental, special, or consequential damages, including lost profits, loss of data, or business interruption, even if advised of the possibility of such damages.

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11. Warranties & Disclaimers

 

Compound Agency warrants that services will be performed with reasonable skill and care. Except as expressly stated, all services are provided on an "as is" basis without any additional warranties, express or implied.

Compound Agency does not guarantee specific advertising results, ROAS (return on ad spend), impression counts, lead volumes, search rankings, conversion rates, or other performance metrics. Marketing outcomes are subject to market conditions, platform algorithms, and other factors outside our direct control.

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12. Governing Law

 

These Terms & Conditions are governed by the laws of the United States and the state in which Compound Agency maintains its principal place of business, without regard to conflict of law principles. Any disputes shall first be addressed through good-faith negotiation, and if unresolved, through binding arbitration or the courts of that state.

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13. Amendments

 

Compound Agency reserves the right to update these Terms & Conditions at any time. Updated terms will be posted on our website with a revised effective date. Continued engagement of our services constitutes acceptance of the updated terms.

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14. Severability

 

If any provision of these terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

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15. Entire Agreement

 

These Terms & Conditions, together with any signed Proposal, SOW, or Service Agreement, constitute the entire agreement between Compound Agency and the client and supersede all prior understandings or agreements, whether written or verbal.

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16. Contact

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For questions regarding these terms, contact: hello@compoundagency.com