Terms of Service

1. Parties and acceptance

These Terms of Service ("Terms") govern the relationship between DEVSON LABS LLC, a Wyoming limited liability company with its principal office at 30 N Gould St, Ste 100, Sheridan, WY 82801, United States ("Devson Labs", "we"), and the business entity engaging our services or using this website ("Client", "you").

By submitting an enquiry, signing a proposal, or paying an invoice, you accept these Terms. Where a signed proposal, statement of work or service agreement exists between us, that document governs and these Terms apply to anything it does not address.

2. Services

Devson Labs provides business-to-business digital marketing services, delivered remotely. Depending on the scope agreed with you, these may include:

• Management of paid advertising campaigns on Meta, TikTok and Google
• Advertising budget planning, allocation and monitoring
• Conversion funnel and landing page design and build
• Advertising creative production and copywriting
• Search engine optimisation and content production
• Conversion tracking, analytics configuration and performance reporting

The exact deliverables, volumes and reporting cadence for your engagement are set out in your proposal or statement of work. Services begin on the start date stated there, following receipt of the first invoice payment and the account access we need to work.

3. Client eligibility

Our services are offered only to registered businesses acting in a commercial capacity. We do not contract with consumers. By engaging us you confirm that you are authorised to bind your company, that the information you provide is accurate, and that your business and products comply with applicable law and with our Acceptable Use Policy. We may decline or discontinue an engagement that falls within a restricted category listed in that policy.

4. Fees and payment

• Fees are stated in US dollars (USD) and are exclusive of any sales tax, VAT, withholding or other tax that may apply in your jurisdiction. Where such tax applies, it is your responsibility.
• Service fees are invoiced monthly in advance on the anniversary of your start date, and are payable within 7 calendar days of the invoice date.
• Accepted payment methods are bank transfer and card payment, as stated on the invoice. Bank charges on your side are your responsibility.
• Invoices unpaid after 14 days may result in suspension of services. We will notify you by email before suspending. Late amounts may carry interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
• Fees may be revised for a renewal period with at least 30 days' written notice. Fees for a period already invoiced will not change.
• Any performance-based component is only payable where it is expressly stated in your signed proposal, with the calculation method defined in that document.

5. Advertising spend

You agree a monthly advertising budget with us in writing. We will not knowingly exceed that budget without your written approval. Because advertising platforms deliver in real time and report with a delay, small variances can occur; we monitor pacing daily and will inform you promptly of any material variance. You remain responsible for amounts owed to the advertising platforms under their own terms.

6. Term and termination

• Engagements have an initial term of 90 days from the start date, unless your proposal states otherwise, so that a full testing cycle can complete.
• After the initial term the engagement continues on a rolling monthly basis.
• Either party may terminate at the end of the initial term or thereafter by giving 30 days' written notice to the other. Notice to us must be sent to info@devsonlabs.dev.
• Either party may terminate immediately if the other commits a material breach that is not cured within 14 days of written notice, becomes insolvent, or ceases trading.
• We may terminate immediately if your business falls within a restricted category under our Acceptable Use Policy or if continuing would breach applicable law or platform policy.
• On termination, fees for services delivered up to the effective date remain payable. We will revoke our access to your accounts and hand over deliverables, creative files and documentation within 14 days of final payment.

Refunds are governed by our Refund & Cancellation Policy, which forms part of these Terms.

7. Client responsibilities

To let us deliver, you agree to:

• Provide timely access to the advertising, analytics and ecommerce accounts required, through partner or delegated access on accounts you own
• Maintain a valid payment method with each advertising platform
• Supply accurate product, pricing, stock, margin and brand information
• Review and approve creative and campaign changes within the agreed timeframes
• Ensure your website, products, claims and terms comply with applicable law and platform advertising policies
• Hold all licences, rights and permissions for materials you supply to us

Delays caused by outstanding approvals, missing access or incomplete information do not extend the billing period or reduce fees due.

8. Intellectual property

Your material. You retain all rights in your brand assets, products, website, data and any material you supply. You grant us a limited licence to use it solely to perform the services.

Deliverables. On full payment of the fees relating to them, you receive ownership of the final advertising creative, copy and landing page content produced specifically for you.

Our material. We retain ownership of our methods, frameworks, templates, internal tools, dashboards and know-how, including anything developed before or independently of your engagement. Nothing in these Terms transfers those to you.

Third-party assets. Stock media, fonts and software used in deliverables remain subject to their own licences, which we will identify on request.

Portfolio use. We may reference your brand name and describe the work at a general level in our portfolio. If you prefer we do not, tell us in writing and we will not.

9. Confidentiality

Each party will keep the other's non-public information confidential, use it only for the engagement, and protect it with at least reasonable care. This does not apply to information that is public through no breach, was already lawfully held, is independently developed, or must be disclosed by law — in which case the disclosing party will be notified where legally permitted. These obligations continue for 3 years after the engagement ends.

10. Data protection

Each party will comply with applicable data protection law. Our handling of personal data is described in our Privacy Policy. Where we process personal data on your behalf we act as a processor on your documented instructions, and we will enter into a data processing agreement on request.

11. Warranties and disclaimers

We warrant that we will perform the services with reasonable skill and care, in a professional manner consistent with industry standards, and in compliance with applicable law.

Except as expressly stated, the services are provided without further warranties of any kind, whether express or implied, to the maximum extent permitted by law.

12. Limitation of liability

To the maximum extent permitted by law:

• Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profit, revenue, goodwill, data or anticipated savings.
• Our total aggregate liability arising out of or in connection with the engagement is limited to the total service fees you paid to Devson Labs in the three months immediately preceding the event giving rise to the claim.
• We are not liable for advertising spend charged by third-party platforms, for account suspensions, disapprovals or policy decisions made by those platforms, or for changes they make to their products, pricing or algorithms.

Nothing in these Terms excludes liability that cannot lawfully be excluded, including for fraud, wilful misconduct, or gross negligence.

13. Indemnity

You agree to indemnify and hold harmless Devson Labs LLC, its members, officers and personnel against claims, damages, losses and reasonable costs arising from your products or services, your website, claims you make about your products, materials you supply to us, or your breach of these Terms or of applicable law or platform policy.

14. Force majeure

Neither party is liable for a delay or failure caused by events beyond its reasonable control, including natural disasters, war, civil unrest, epidemics, government action, failures of internet or telecommunications infrastructure, or outages and policy changes at third-party advertising platforms.

15. Governing law and disputes

These Terms are governed by the laws of the State of Wyoming, United States, without regard to conflict-of-law rules. The parties will first attempt to resolve any dispute in good faith by discussion within 30 days of written notice. If that fails, the dispute will be subject to the exclusive jurisdiction of the state and federal courts located in the State of Wyoming, and each party consents to that jurisdiction and venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16. General

• Independent contractor. We act as an independent contractor. Nothing creates a partnership, joint venture, agency or employment relationship.
• Subcontracting. We may use qualified subcontractors and remain responsible for their work.
• Assignment. Neither party may assign the agreement without the other's written consent, except to a successor of substantially all of its business.
• Severability. If a provision is unenforceable, the rest remains in effect.
• Waiver. Failure to enforce a provision is not a waiver of it.
• Entire agreement. These Terms, together with your proposal and the policies linked from this page, form the entire agreement between the parties.
• Changes. We may update these Terms. Existing clients will be given at least 30 days' written notice of material changes, which take effect at the next renewal.
• Notices. Notices to us must be sent to info@devsonlabs.dev; notices to you go to the email address on your account.

17. Contact

DEVSON LABS LLC
30 N Gould St, Ste 100
Sheridan, WY 82801
United States
Email: info@devsonlabs.dev