These Terms and Conditions ("Agreement") govern the relationship between Poppy Marketing and Consulting LLC ("Poppy," "we," "us," or "our") and the client ("Client," "you," or "your") engaging our services. By signing a proposal, paying a deposit, or otherwise engaging our services, you agree to be bound by these terms.

​

1. Services Offered

Poppy provides marketing consulting and implementation services including, but not limited to:

• Website design and development

• Google Ads setup and management

• AI training and implementation

• Brand strategy and consulting

The specific scope of services for each engagement will be detailed in a written proposal or Statement of Work ("SOW"). In the event of any conflict between these Terms and a signed SOW, the SOW shall govern for that specific project.

 

2. Proposals and Acceptance

All proposals are valid for thirty (30) days from the date issued unless otherwise specified. A proposal becomes a binding agreement upon: (a) Client's written acceptance via email or signed document, or (b) Client's payment of the required deposit. Verbal agreements or informal communications do not constitute acceptance.

 

3. Payment Terms

3.1 Project-Based Services (Website Design, AI Implementation)

• A non-refundable deposit of fifty percent (50%) is required to begin work.

• The remaining balance is due upon project completion, prior to final file delivery or site launch.

• For projects exceeding $3,000, payment may be structured in three installments: 50% deposit, 25% at midpoint, and 25% upon completion.

3.2 Ongoing Services (Google Ads Management, Retainers)

• Monthly fees are billed in advance on the first of each month.

• Ad spend is separate from management fees and is paid directly to Google by the Client or reimbursed to Poppy within five (5) business days of invoice.

• First month's management fee and any setup fees are due before work begins.

3.3 Late Payments

Invoices are due within fifteen (15) days of receipt unless otherwise specified. Late payments may incur a fee of 1.5% per month on the outstanding balance. Poppy reserves the right to pause or suspend services for accounts more than thirty (30) days past due.

 

4. Project Timelines and Delivery

Estimated timelines are provided in good faith based on project scope and Client responsiveness. Timelines begin once: (a) deposit is received, and (b) all required materials have been provided by the Client.

Delays caused by Client's failure to provide feedback, content, approvals, or requested materials within seven (7) business days may result in revised timelines. Poppy is not liable for delays caused by circumstances beyond our reasonable control, including third-party platform issues, hosting problems, or force majeure events.

 

5. Revisions and Scope Changes

5.1 Included Revisions

Unless otherwise specified in the proposal, website projects include two (2) rounds of revisions per design phase. A "revision" is defined as a set of changes submitted together within the project scope.

5.2 Additional Revisions

Revisions beyond those included will be billed at $100 per hour, with a minimum of one (1) hour per revision round. Client will be notified before additional charges are incurred.

5.3 Scope Changes

Requests that fall outside the original project scope (additional pages, new features, expanded functionality) will require a change order with revised pricing and timeline. Work on scope changes will not begin until the change order is approved in writing.

 

6. Client Responsibilities

To ensure successful project delivery, Client agrees to:

• Provide all requested content, images, logos, and brand assets in a timely manner

• Respond to requests for feedback or approval within seven (7) business days

• Designate a single point of contact authorized to provide approvals

• Ensure all content provided is accurate, lawful, and does not infringe on third-party rights

• Provide necessary account access and login credentials as needed

 

7. Intellectual Property

7.1 Ownership Transfer

Upon receipt of full payment, Client receives full ownership of all final deliverables created specifically for the project, including website designs, graphics, and copy created by Poppy for the Client's use.

7.2 Retained Rights

Poppy retains ownership of: (a) preliminary concepts and drafts not selected by Client, (b) underlying tools, templates, frameworks, and methodologies, and (c) any pre-existing intellectual property. Poppy reserves the right to display completed work in portfolios and marketing materials unless Client requests otherwise in writing.

7.3 Third-Party Assets

Stock images, fonts, plugins, or other third-party assets may be subject to separate license terms. Poppy will inform Client of any third-party licenses required for the project.

 

8. Confidentiality

Both parties agree to keep confidential any proprietary information shared during the engagement, including business strategies, customer data, financial information, and trade secrets. This obligation survives termination of the agreement for a period of two (2) years. Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.

 

9. Limitation of Liability

9.1 No Guarantee of Results

Marketing outcomes depend on numerous factors beyond Poppy's control, including market conditions, competition, Client's product or service quality, and third-party platform algorithms. Poppy does not guarantee specific results such as search rankings, traffic levels, conversion rates, or revenue increases.

9.2 Liability Cap

To the maximum extent permitted by law, Poppy's total liability for any claims arising from or related to services provided shall not exceed the total fees paid by Client for the specific project or service giving rise to the claim.

9.3 Exclusion of Damages

In no event shall Poppy be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, lost revenue, or business interruption, even if advised of the possibility of such damages.

 

10. Indemnification

Client agrees to indemnify and hold harmless Poppy, its owners, employees, and contractors from any claims, damages, losses, or expenses (including reasonable attorney's fees) arising from: (a) content provided by Client, (b) Client's products or services, (c) Client's breach of these Terms, or (d) any third-party claims related to Client's business operations.

 

11. Termination

11.1 Termination by Client

Client may terminate a project at any time with written notice. Upon termination: (a) all deposits are non-refundable, (b) Client shall pay for all work completed to date, and (c) Client receives deliverables for completed and paid phases only.

11.2 Termination by Poppy

Poppy may terminate the agreement with fourteen (14) days written notice if: (a) Client fails to pay invoices when due, (b) Client is unresponsive for more than thirty (30) days, (c) Client engages in abusive or harassing behavior, or (d) continuation would require Poppy to violate any law or ethical standard.

11.3 Ongoing Services

For monthly services (such as Google Ads management), either party may terminate with thirty (30) days written notice. Client is responsible for fees through the end of the notice period.

 

12. Dispute Resolution

The parties agree to attempt to resolve any disputes through good-faith negotiation. If a dispute cannot be resolved informally within thirty (30) days, either party may pursue mediation or binding arbitration administered by the American Arbitration Association in Harris County, Texas.

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. Any legal action must be brought in the state or federal courts located in Harris County, Texas.

 

13. General Provisions

13.1 Independent Contractor

Poppy is an independent contractor, not an employee, partner, or agent of Client. Nothing in this Agreement creates a joint venture, partnership, or employment relationship.

13.2 Entire Agreement

This Agreement, together with any signed proposals or SOWs, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter.

13.3 Amendments

These Terms may be updated from time to time. Material changes will be communicated to active clients. Continued engagement after notice of changes constitutes acceptance.

13.4 Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

13.5 Waiver

Failure to enforce any provision of this Agreement does not constitute a waiver of future enforcement of that or any other provision.

​

14. Contact Information

For questions about these Terms and Conditions, please contact:

Poppy Marketing and Consulting LLC

Katy, Texas

Phone: 941-777-4933

Website: poppymarketingandconsulting.com

By engaging Poppy Marketing and Consulting LLC's services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.