Terms of Service

Who these terms are with

This website and the services described on it are provided by The Factory Deals LLC, a Limited Liability Company registered in the State of Delaware, United States under file number 6893416, with a business address at 175 SW 7th Street STE 1517-1263, Miami, FL 33130, United States. In these terms, "we", "us" and "our" mean The Factory Deals LLC, and "you" means the person or organisation using the site or engaging our services.

Acceptance

By accessing this website you agree to these terms. If you do not agree with them, please stop using the site. If you engage us for services, these terms apply alongside the written service agreement for that engagement.

Where these terms conflict with a signed service agreement, the signed service agreement takes precedence for that engagement.

Services and scope

We provide website development, application development and digital marketing services. Every engagement is defined by a written proposal or service agreement listing the deliverables, the schedule, the price and the items expressly excluded from scope.

Work outside the agreed scope is quoted separately and only carried out once you approve the quote in writing. We do not perform unquoted work and add it to an invoice later.

Client responsibilities

• Provide content, brand assets, credentials and account access needed for the work, in a usable format.
• Respond to review requests within the review windows stated in the service agreement. Delays here move the delivery schedule.
• Confirm that you hold the rights to any content, imagery, trademarks or data you supply to us.
• Nominate a single decision maker empowered to approve milestones.
• Maintain your own accounts with third-party platforms, including any fees those platforms charge.

Fees, invoicing and payment

All fees are quoted and invoiced in United States dollars. Fixed-scope projects are invoiced as a deposit on signature followed by milestone payments. Retainers and dedicated-team engagements are invoiced monthly in advance.

Unless the service agreement says otherwise, invoices are payable within fourteen days of the invoice date. We may suspend work on an engagement with overdue invoices after giving written notice.

Advertising spend, third-party licences, subscriptions and platform fees are your cost and are separate from our fees. Where we place advertising spend, it is billed at cost.

You are responsible for any taxes, duties or bank charges applicable to payments made to us.

Intellectual property

On full payment of all amounts due for an engagement, ownership of the final deliverables created specifically for you under that engagement transfers to you.

That transfer does not include: third-party materials licensed rather than created, such as stock imagery, fonts, plugins and libraries, which remain subject to their own licences; and our pre-existing tools, frameworks, code libraries and internal methods, which remain ours. Where our pre-existing materials are embedded in a deliverable, we grant you a perpetual, non-exclusive licence to use them as part of that deliverable.

You retain ownership of all content, trademarks and data you supply to us, and you grant us a licence to use them for the purpose of performing the engagement.

Confidentiality

Each party will keep the other's non-public information confidential and use it only for the purpose of the engagement. This obligation does not apply to information that is public through no fault of the receiving party, was already lawfully held, or must be disclosed by law.

Warranties and defect support

We warrant that services will be performed with reasonable skill and care, and that delivered work will substantially conform to the agreed specification. For thirty days after handover we will correct defects in delivered work at no additional charge.

That warranty does not cover changes made by you or a third party after handover, faults in third-party platforms, changes to third-party APIs or policies, or requests that amount to new functionality.

We do not warrant that any particular commercial outcome will result from the services. In particular, we make no guarantee of search engine rankings, advertising return on spend, conversion rates, traffic volumes, or acceptance of an application by a third-party app store.

Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special or consequential loss, or for loss of profit, revenue, goodwill, data or anticipated savings.

Our total aggregate liability arising out of or in connection with an engagement is limited to the total fees you paid us for that engagement in the twelve months preceding the event giving rise to the claim.

Nothing in these terms excludes liability that cannot lawfully be excluded, including liability for fraud or for death or personal injury caused by negligence.

Suspension and termination

Either party may terminate an engagement for material breach that is not remedied within fourteen days of written notice. Retainer engagements may be terminated by either party on thirty days' written notice.

On termination you must pay for all work performed and all costs committed up to the termination date. We will hand over work completed to that point and remove our access to your accounts on request.

Website content

The content of this website is provided for general information. We take care to keep it accurate but do not warrant that it is complete or current, and nothing on it is a binding offer or professional advice. Any links to third-party sites are provided for convenience; we are not responsible for their content.

Governing law and disputes

These terms and any engagement are governed by the laws of the State of Delaware, United States, without regard to conflict-of-law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware.

Before commencing proceedings, the parties will attempt in good faith to resolve the dispute through direct discussion between the nominated decision makers.

Changes to these terms

We may update these terms. The effective date at the top of this page shows when the current version took effect. Changes do not alter the terms of an engagement already signed.

Notices and service of process

General notices under these terms should be sent to The Factory Deals LLC at admin@thefactorydeals.com or 175 SW 7th Street STE 1517-1263, Miami, FL 33130, United States.

Formal legal process (service of process) must be served on the company's registered agent: Legalinc Corporate Services, Inc., 131 Continental Drive, Suite 305, Newark, DE 19713, United States.