1. Agreement Overview
These Terms and Conditions (“Agreement”) govern the provision of professional services by Soportec LLC (“Company,” “we,” “us,” or “our”) to clients (“Client,” “you,” or “your”) for digital services, including but not limited to consulting, digital strategy, online operations support, and related services.
This Agreement constitutes a legally binding contract between the Company and the Client upon acceptance of our proposal, payment of an invoice, or execution of a separate service agreement or statement of work (“SOW”). The Company operates as a limited liability company organized under the laws of the United States.
2. Services Description
We provide professional services tailored to online businesses and digital projects. Specific deliverables, timelines, and scope will be described in a written proposal, invoice, or SOW.
2.1 Digital Strategy & Consulting
We may provide strategic guidance for online business initiatives, including content strategy, growth planning, platform optimization, positioning, and operational recommendations. Deliverables may include written recommendations, action plans, templates, and reviews.
2.2 Implementation Support (Operational / Technical)
Where agreed, we may support implementation tasks such as website setup, basic configuration, integrations, documentation, and operational workflows. Exact tasks and responsibilities will be defined in the SOW.
2.3 Marketing & Growth Support
We may provide guidance on marketing channels, performance measurement, conversion optimization, and campaign planning. We do not guarantee specific results, rankings, revenue, or performance outcomes.
Service details, duration, and fees are defined per project. Any estimates are non-binding unless expressly stated as fixed.
3. Client Obligations and Responsibilities
The success of any engagement depends on the Client’s timely participation. The Client agrees to:
- Provide accurate, complete, and timely information required to perform the services.
- Provide necessary access to platforms, accounts, tools, or data as applicable.
- Assign a primary contact authorized to make decisions and approvals.
- Respond to requests for feedback within reasonable timeframes to avoid delays.
Unless explicitly included in the SOW, the Client is responsible for executing recommendations and for final decisions regarding business, legal, financial, and compliance matters.
4. Payment Terms and Conditions
Unless otherwise agreed in writing, fees are due as stated on the invoice and must be paid prior to service commencement. For longer engagements, we may require milestone payments or a retainer. Payments are typically made in USD, unless otherwise stated. The Client is responsible for any bank fees, transfer fees, or currency conversion fees.
Late payments may result in a pause of work. Overdue balances may incur interest at 1.5% per month, or the maximum permitted by law, whichever is lower, and the Client may be responsible for reasonable collection costs.
5. Intellectual Property Rights
We retain ownership of our pre-existing materials, methods, templates, and know-how (“Company IP”). Upon full payment, the Client receives ownership of project-specific deliverables created specifically for the Client, except where they include Company IP, third-party materials, or licensed components.
Unless prohibited in writing, the Client grants us permission to reference the Client’s name and a high-level description of the work as a portfolio item or case study, without disclosing confidential information.
6. Confidentiality and Non-Disclosure
We will keep confidential any non-public information disclosed by the Client in connection with the services (“Confidential Information”) and will use it only for performing the services.
Confidentiality does not apply to information that becomes public through no breach of this Agreement, was known to us prior to disclosure, is independently developed without using Confidential Information, or must be disclosed by law or court order.
7. Limitation of Liability and Disclaimers
Our services are provided on an advisory and professional-services basis. Business outcomes depend on factors outside our control. We do not guarantee results, performance, revenue, growth, rankings, or specific outcomes.
To the maximum extent permitted by law, our total liability for any claim related to the services will not exceed the fees paid by the Client for the specific services giving rise to the claim. We are not liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, or business interruption.
8. Termination Provisions
Either party may terminate an ongoing engagement with 30 days written notice, unless otherwise stated in the SOW. The Client remains responsible for payment for work performed up to the termination date, plus any non-refundable expenses incurred with Client approval.
We may terminate immediately if the Client fails to pay after notice, materially breaches this Agreement and does not cure within a reasonable period, or engages in unlawful or abusive conduct impacting the engagement.
9. Dispute Resolution and Governing Law
This Agreement shall be governed by the laws of the State of New Mexico, United States, without regard to conflict of law principles.
Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, unless otherwise required by applicable law. The arbitration shall be conducted in Albuquerque, New Mexico, or through virtual proceedings if agreed upon by both parties.
10. Force Majeure
Neither party is liable for failure or delay in performance caused by events beyond reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, internet or platform outages. Obligations are suspended for the duration of the event. If the event continues for more than 60 days, either party may terminate with written notice.
11. Modifications and Amendments
Any modification to scope, timeline, or fees must be in writing, with email acceptable if clearly agreed by both parties. We may update these Terms from time to time. Material changes will be communicated to Clients where required, and continued use of services after the effective date constitutes acceptance.
12. Severability and Entire Agreement
If any provision is held invalid or unenforceable, the remaining provisions remain in effect. This Agreement, together with any SOW, proposal, or invoice, constitutes the entire agreement and supersedes prior discussions.
13. Contact Information
For questions regarding these Terms and Conditions, please contact:
Soportec LLC
1209 Mountain Road PL NE, STE R
Albuquerque, NM 87110
United States
Email: info@soportecllc.com