TERMS &
CONDITIONS

Acceptance of Terms

These Terms and Conditions (“Terms”) constitute a legally binding agreement between Adnnel (“Adnnel,” “we,” “us,” or “our”) and you (“Client,” “you,” or “your”) — whether you are a visitor to adnnel.com or a client who has engaged us to deliver digital marketing services.

By accessing our website, submitting any form, exchanging emails with us about services, or entering into a service engagement (whether through a formal proposal, invoice acceptance, or written confirmation), you agree to be bound by these Terms in full.

If you do not agree with any part of these Terms, you must not use our website or engage our services.

These Terms should be read alongside our Privacy Policy, which is incorporated herein by reference.

Services

2.1 Scope of Services

Adnnel provides digital marketing services including but not limited to:

• Search engine optimization (SEO), generative engine optimization (GEO), and answer engine optimization (AEO)
• Paid advertising management (Google Ads, Meta Ads, TikTok Ads, and related platforms)
• Social media management and content creation
• AI-assisted short-form video production
• Email marketing strategy, campaign creation, and automation
• Cold calling and outbound prospecting services
• Lead generation funnel design and implementation
• Website design and conversion rate optimization (CRO)
• Online reputation management and review strategy
• Related consulting, reporting, and strategy services

2.2 Service Proposals

The specific services, deliverables, timelines, and fees for each client engagement are detailed in a written proposal, scope of work, or invoice (“Proposal”) provided to you prior to engagement. In the event of any conflict between a Proposal and these Terms, the Proposal controls with respect to the specific scope, pricing, and deliverables, while these Terms govern all other matters.

2.3 Free Audit Services

We offer a complimentary website and social media audit to prospective clients. This audit is provided as-is, for informational purposes only, and does not constitute a warranty, guarantee, or commitment of future performance. The free audit is not a service agreement, and no client relationship is established until a Proposal is formally accepted and an invoice is issued.

2.4 Third-Party Platforms

Many of our services involve platforms owned and operated by third parties (including Google, Meta, TikTok, Instagram, LinkedIn, and others). We operate within the terms of those platforms and cannot guarantee continued access to their features, algorithms, or advertising systems. Any changes made by these third-party platforms that affect the delivery or outcomes of our services do not constitute a breach of our agreement with you.

Client Obligations

To enable us to deliver our services effectively, you agree to:

3.1 Access and Information

• Provide timely access to all accounts, platforms, and materials we need (e.g. Google Ads, Meta Business Manager, Google Analytics, website admin, social media credentials)
• Supply accurate, up-to-date information about your business, products, services, and target audience
• Notify us promptly of any changes to your business, brand, or target market that may affect campaign strategy

3.2 Feedback and Approvals

• Review and approve or reject content, creative materials, and campaigns within the timeframes specified in your Proposal (typically 3–5 business days)
• Acknowledge that delays in your feedback or approval may delay campaign timelines, and that Adnnel is not responsible for performance impacts resulting from such delays

3.3 Lawful Conduct

• Ensure that your business, products, services, and any content you provide to us comply with all applicable laws and regulations in your jurisdiction
• Not request that we create or distribute content that is deceptive, defamatory, misleading, or in violation of any third-party platform’s terms of service
• Be responsible for ensuring your website and business practices comply with applicable data protection, advertising, and consumer protection laws

3.4 Designated Contact

You agree to designate a primary point of contact authorized to make decisions, provide approvals, and communicate on your behalf. Adnnel is entitled to rely on communications from your designated contact as binding decisions of your organization.

Payment Terms

4.1 Fees

Our fees are set out in the Proposal provided to you. All fees are quoted in US Dollars (USD) unless otherwise specified. Fees are due monthly at the start of each billing period, unless a different arrangement is confirmed in your Proposal.

4.2 Invoices and Payment

• Invoices are issued on or before the first business day of each billing month
• Payment is due within 7 business days of invoice date unless otherwise agreed in your Proposal
• Accepted payment methods will be specified in your invoice (typically bank transfer or approved digital payment platforms)

4.3 Late Payments

We understand that delays happen. However, invoices unpaid beyond 14 days from the due date may result in:

• Suspension of active campaigns or services
• A late fee of 2% per month on the outstanding balance
• Termination of the engagement after 30 days of non-payment

We will contact you at least twice before any suspension takes effect.

4.4 Advertising Budget

Any paid advertising spend (Google Ads budget, Meta Ads budget, etc.) is separate from and in addition to our management fees. You are solely responsible for funding your advertising accounts directly with the respective platforms. Adnnel does not hold your advertising budget on your behalf.

4.5 No Refunds on Services Rendered

All fees paid for services delivered are non-refundable. If you cancel your engagement, you are responsible for payment through the end of the current billing period or as specified in your notice period (Section 10).

Intellectual Property

5.1 Client-Owned Deliverables

Upon receipt of full payment for services, all original creative content produced specifically for you (“Deliverables”) — including but not limited to ad copy, social media content, video scripts, email templates, landing page copy, and graphic designs — is assigned to you and becomes your property.

5.2 Adnnel Retained Rights

We retain ownership of:

• All pre-existing tools, templates, frameworks, methodologies, and proprietary processes that we use to deliver services
• Any general campaign learnings, aggregated (non-client-specific) data insights, and strategic frameworks developed during our engagement
• Our website, brand assets, marketing materials, and all content on adnnel.com

5.3 License to Client Materials

By sharing your brand assets, logos, images, copy, and other materials with us, you grant Adnnel a non-exclusive, royalty-free license to use those materials solely for the purpose of delivering your contracted services.

5.4 Portfolio and Case Study Rights

Unless you specifically request otherwise in writing, we reserve the right to reference your business name and general campaign results (without disclosing confidential financial data) in our portfolio, case studies, and marketing materials after your engagement concludes.

Confidentiality

6.1 Our Obligations to You

We will treat all non-public information you share with us — including business financials, customer data, pricing strategies, and business plans — as confidential. We will not share this information with any third party except as necessary to deliver our services (e.g., our service providers) or as required by law.

6.2 Your Obligations to Us

Our Proposals, pricing structures, campaign strategies, and proprietary methodologies are confidential to Adnnel. You agree not to share these with our competitors or use them to replicate our services independently during your engagement and for 12 months following its conclusion.

6.3 Exclusions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly known through no fault of the receiving party
• Was already known to the receiving party prior to disclosure
• Is independently developed by the receiving party without reference to confidential information
• Must be disclosed by law or court order

Performance & Warranties

7.1 What We Warrant

• We will perform services with reasonable skill, care, and diligence
• Our team members have the expertise represented in our materials and proposals
• We will operate within the terms of service of all third-party platforms we use on your behalf
• We will report our work accurately and honestly in weekly and monthly reports
• We will notify you promptly if a campaign is underperforming and propose adjustments

7.2 What We Do Not Warrant

• Specific search engine rankings, positions, or organic traffic volumes
• Specific numbers of leads, conversions, sales, or revenue attributed to our campaigns
• Continued availability or unchanged behavior of third-party platforms, including Google, Meta, and TikTok
• That results achieved in a prior period will be maintained or exceeded in subsequent periods

Our services are provided “as is” with respect to outcomes, while we warrant the quality and diligence of our process.

Limitation of Liability

To the fullest extent permitted by applicable law:

• Adnnel’s total liability to you for any claim arising out of or related to our services shall not exceed the total fees paid by you to Adnnel in the three (3) months immediately preceding the event giving rise to the claim
• Adnnel shall not be liable for any indirect, incidental, special, consequential, or punitive damages — including but not limited to lost profits, lost revenue, loss of goodwill, or business interruption — even if we have been advised of the possibility of such damages
• Adnnel is not liable for any damage, loss, or cost arising from the actions, decisions, or platform changes of third-party platforms (Google, Meta, TikTok, etc.) over which we have no control
• Adnnel is not liable for any outcomes resulting from your failure to provide timely access, accurate information, or required approvals

Some jurisdictions do not allow the exclusion or limitation of certain types of liability. In such jurisdictions, the above limitations apply to the maximum extent permitted by law.

Indemnification

You agree to indemnify, defend, and hold harmless Adnnel and its team members from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your violation of these Terms
• Any content, materials, or information you provide to us that infringes third-party intellectual property rights or violates any law
• Your use of our services in violation of any applicable law or regulation
• Your products, services, or business practices
• Any claim by a third party that your business activities have caused harm

Term & Termination

10.1 Month-to-Month Engagement

All Adnnel service engagements are month-to-month unless a specific term is agreed in your Proposal. There are no minimum commitment periods and no lock-in contracts by default.

10.2 Cancellation by Client

You may terminate your engagement at any time by providing 30 days’ written notice to hello@adnnel.com. You will be responsible for fees through the end of the notice period. All deliverables paid for in full will be transferred to you upon termination.

10.3 Termination by Adnnel

Adnnel may terminate your engagement with 30 days’ written notice for any reason. We may terminate immediately, without notice, if:

• You fail to pay an invoice within 30 days of the due date and do not remedy the default after written notice
• You request that we engage in activities that violate third-party platform terms, applicable law, or ethical standards
• You engage in abusive, threatening, or discriminatory conduct toward our team

10.4 Effect of Termination

Upon termination:

• All access credentials shared with Adnnel should be revoked by you within 7 days
• Deliverables paid for in full will be handed over; any partially completed work will not be transferred unless paid for
• Confidentiality obligations survive termination
• All outstanding invoices become immediately due

Governing Law & Disputes

These Terms are governed by and construed in accordance with the laws of Pakistan, without regard to conflict of law provisions.

In the event of a dispute arising from or related to these Terms or our services, the parties agree to first attempt to resolve the matter through good-faith negotiation within 30 days of written notice of the dispute.

If negotiation fails, disputes shall be submitted to binding arbitration in accordance with applicable Pakistani law. Each party shall bear its own costs unless the arbitrator determines otherwise.

Notwithstanding the above, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent imminent harm, unauthorized use of intellectual property, or breach of confidentiality obligations.

Modifications to These Terms

We may update these Terms from time to time as our business evolves. When we do:

• We will post the updated Terms on this page with a revised “Last Updated” date
• For active clients, we will provide at least 30 days’ written notice of material changes via email
• Your continued use of our services after the effective date of any update constitutes your acceptance of the revised Terms
• If you do not accept material changes to these Terms, you may terminate your engagement in accordance with Section 10 without penalty during the 30-day notice period

Miscellaneous & Contact

13.1 Entire Agreement

These Terms, together with your Proposal and our Privacy Policy, constitute the entire agreement between you and Adnnel with respect to our services and supersede all prior discussions, representations, and agreements.

13.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision shall be severed and the remaining provisions shall remain in full force and effect.

13.3 Waiver

Our failure to enforce any right or provision of these Terms shall not be construed as a waiver of those rights.

13.4 No Partnership or Agency

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Adnnel. We are an independent contractor in all respects.

13.5 Force Majeure

Neither party shall be liable for failure or delay in performance caused by events beyond their reasonable control, including but not limited to natural disasters, governmental actions, internet service disruptions, or platform outages.

13.6 Contact

For any questions about these Terms, please contact us:

• Email: hello@adnnel.com
• Legal inquiries: legal@adnnel.com
• Website: adnnel.com