Parties and agreement
These Terms of Service (the "Terms") constitute a binding agreement between WELORISE LLC, a domestic limited liability company organised under the laws of the Commonwealth of Kentucky, USA, filing number 1607617, Federal EIN 38-4406090, whose registered office is at 212 N. 2nd St., Ste 100, Richmond, KY 40475 (the "Company", "we", "us"), and the person or entity engaging its services (the "Client", "you").
The Terms apply together with any proposal, statement of work or order confirmation agreed in writing between the parties (each an "Engagement Document"). Where a conflict arises, the Engagement Document prevails over these Terms in respect of the matter in conflict, and only to the extent of that conflict.
Services
The Company provides performance marketing and related technical services to e-commerce businesses. Services are purchased individually rather than as a fixed package, and the services selected are recorded in the Engagement Document. They may include any of the following:
- Paid advertising management, including campaign construction, media buying, optimisation and reporting.
- Advertising creative concepting and production.
- Conversion rate optimisation, checkout remediation and storefront technical repair.
- Landing page and offer construction.
- Server-side conversion tracking and attribution implementation.
- Email and SMS lifecycle automation.
- Technical search engine optimisation.
- Review and user-generated content automation.
- Customer support staffing delivered through the Company's contractor bench.
The diagnostic and audit
The Company makes available a diagnostic which analyses a publicly accessible storefront submitted by the visitor. The diagnostic is provided without charge and without obligation on either party. Its output is preliminary, is generated in part by automated means, and is provided for information only. It does not constitute professional advice and should not be relied upon as the sole basis for a commercial decision.
By submitting a storefront URL you represent that you are the owner or operator of that storefront, or are otherwise authorised to submit it for analysis. The Company analyses only publicly accessible pages and does not access authenticated areas, administrative interfaces or customer records.
A full audit is offered without charge at the Company's discretion and only where the diagnostic indicates a reasonable prospect that the Company can materially improve the Client's performance. The Company is under no obligation to provide an audit to any person, and eligibility is determined solely by the Company.
Client obligations
The Client shall:
- Provide accurate and complete information reasonably required for the performance of the services.
- Grant and maintain delegated access to advertising, analytics and commerce platforms as required, through each platform's own permission systems and not by disclosure of account credentials.
- Fund advertising spend directly, and maintain sufficient funding for campaigns to operate as agreed.
- Respond to requests for approval or information within a reasonable period, recognising that delay may affect delivery timelines.
- Ensure that products, claims, content and materials supplied to or promoted by the Company comply with applicable law and with the policies of the relevant advertising and commerce platforms.
- Hold and maintain all rights necessary in respect of materials supplied to the Company.
Fees and payment
5.1 Fees
Fees are stated in the Engagement Document and are quoted for each Client by reference to the scale of the storefront and the services selected. Any figure published on the Company's website, including the indicative entry point of from $99.99/month, denotes a starting point for the smallest scope of engagement and does not constitute an offer or a quotation for any particular scope of services.
5.2 Advertising spend
Advertising spend is separate from and additional to the Company's fees. It is paid by the Client directly to the relevant platform. The Company does not receive, hold, disburse or finance Client advertising budgets, and holds no discretion over Client funds.
5.3 Method and terms of payment
Fees are invoiced in advance of the period to which they relate and are payable by invoice or bank transfer within fifteen (15) days of the date of invoice. The Company does not accept payment by card, does not operate recurring card billing, and does not store payment credentials. Sums remaining unpaid after the due date may bear interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is the lower. The Company may suspend performance where an invoice remains unpaid more than thirty (30) days after its due date, having first given written notice.
5.4 Taxes
Fees are exclusive of any sales, use, value added or equivalent tax, which shall be added where applicable and borne by the Client.
Intellectual property
The Client retains all right, title and interest in materials, trade marks, content and data supplied to the Company ("Client Materials"), and grants the Company a non-exclusive licence to use them solely for the purpose of performing the services.
Subject to payment in full of all sums due, all advertising creative, landing pages, copy and configurations produced specifically for the Client in the course of an engagement ("Deliverables") vest in the Client upon payment.
The Company retains all right, title and interest in its own methodologies, frameworks, internal tooling, diagnostic logic and pre-existing materials, none of which transfer under these Terms. Nothing in this section grants the Company a right to identify the Client publicly or to reproduce Deliverables as promotional material without the Client's prior written consent.
Guarantees
7.1 Performance floor
Where the engagement includes paid advertising management, the Company undertakes to exceed the Client's baseline return on advertising spend within ninety (90) days of the commencement of media management, failing which the Company shall continue to perform that element of the services without further fee until the baseline is exceeded. This undertaking is conditional upon a baseline having been measured and agreed in writing before media management commences, upon the Client maintaining agreed advertising funding throughout, upon the Company retaining the platform access required, and upon the Client not materially altering pricing, product range or fulfilment in a manner adverse to performance during the period.
7.2 First month refund
The Client may request a full refund of fees paid in respect of the first month of an engagement by giving written notice at any time before the end of that month. Refunds are made within fourteen (14) days of the request. This right applies to the Company's fees only and does not extend to advertising spend paid to third-party platforms, which is not recoverable from the Company.
7.3 No other performance warranty
Save as expressly set out in this section, the Company gives no warranty as to any specific level of revenue, traffic, ranking, conversion rate or return. Outcomes depend on factors outside the Company's control, including platform algorithms, competitive conditions, and the Client's own products, pricing and operations.
Confidentiality
Each party shall keep confidential all non-public information disclosed by the other in connection with the engagement, shall use it solely for the purposes of the engagement, and shall not disclose it save to those personnel and contractors who require it and who are bound by equivalent obligations. These obligations survive termination for a period of three (3) years, and indefinitely in respect of any information constituting a trade secret.
Term and termination
Engagements operate on a monthly basis. There is no minimum term and no automatically renewing fixed term. Either party may terminate for convenience by giving thirty (30) days' written notice.
Either party may terminate immediately by written notice where the other commits a material breach which is not remedied within thirty (30) days of notice requiring remedy, or becomes subject to an insolvency event. The Company may additionally terminate immediately where continued performance would require it to act in breach of applicable law or of a platform policy.
On termination, the Client shall pay for services performed up to the effective date. The Company shall, at the Client's request within thirty (30) days, provide reasonable assistance in transferring Deliverables and shall relinquish platform access. Sections 6, 8, 10, 11 and 12 survive termination.
Limitation of liability
Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot lawfully be excluded or limited.
Subject to the foregoing, neither party shall be liable for loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill, or any indirect or consequential loss, in each case howsoever arising.
Subject to the foregoing, the total aggregate liability of the Company arising out of or in connection with an engagement, whether in contract, tort including negligence, or otherwise, shall not exceed the total fees paid by the Client to the Company in the six (6) months immediately preceding the event giving rise to the claim. For the avoidance of doubt, advertising spend paid by the Client to third-party platforms does not constitute fees paid to the Company.
Indemnity
The Client shall indemnify the Company against all claims, losses and reasonable costs arising from the Client's products or services, from Client Materials infringing the rights of a third party, from claims or representations supplied by the Client and published at its direction, or from the Client's breach of applicable law or of a platform policy.
Governing law and disputes
These Terms and any dispute arising out of them are governed by the laws of the Commonwealth of Kentucky, USA, without regard to conflict of laws principles.
The parties shall first attempt in good faith to resolve any dispute by negotiation for a period of thirty (30) days. Failing resolution, the dispute shall be submitted to the exclusive jurisdiction of the state and federal courts sitting in the Commonwealth of Kentucky, to which each party irrevocably submits. Nothing in this section prevents either party from seeking injunctive relief in any court of competent jurisdiction.
Nothing in these Terms excludes any right or remedy which the Client may have as a consumer under the mandatory law of its place of residence, where such law applies notwithstanding the choice of law above.
General
- Entire agreement: these Terms together with the Engagement Document constitute the entire agreement between the parties and supersede prior discussions.
- Variation: no variation is effective unless agreed in writing by both parties.
- Severance: if any provision is held unenforceable, the remainder continues in full force.
- Waiver: failure to enforce a provision is not a waiver of it.
- Assignment: neither party may assign without the other's written consent, save that the Company may assign in connection with a reorganisation or sale of its business.
- Independent contractor: the Company acts as an independent contractor and nothing creates a partnership, joint venture or employment relationship.
- Force majeure: neither party is liable for failure to perform caused by events beyond its reasonable control.
- Notices: notices shall be given in writing to the addresses stated in the Engagement Document or, in the case of the Company, to the address in section 14.
Contact
Contractual notices and enquiries concerning these Terms should be addressed to legal@welorise.com, or in writing to WELORISE LLC, 212 N. 2nd St., Ste 100, Richmond, KY 40475. General correspondence may be sent to contact@welorise.com.