RG Digital — Terms of Service & Client Agreement
Last updated: 07/08/2026 · Contact: [email protected] · reliable-growth.com
Thank you for choosing RG Digital to grow your business. These Terms of Service ("Terms") govern all services provided by RG Digital ("Agency," "we," "us") to you, the client ("Client," "Customer," "you"). Agency and Client are each a "Party" and together the "Parties."
These Terms apply to every proposal, estimate, order form, statement of work, and invoice (each, an "Order") issued by the Agency. Each Order sets the specific services, fees, and schedule for that engagement and incorporates these Terms by reference. If an Order and these Terms conflict, the Order controls for that engagement only.
1. Acceptance of Terms
By doing any of the following, the Client acknowledges it has read, understood, and agrees to be bound by these Terms: (a) signing this Agreement or any Order; (b) checking a box or clicking a button indicating acceptance; (c) making any payment to the Agency, including any deposit or invoice payment; or (d) accepting or using any Services. Payment of any invoice constitutes acceptance of these Terms in full, whether or not this document is separately signed.
2. Definitions
Services — the digital marketing, automation, and technology services described in Section 3 and specified in the applicable Order.
Deliverables — the specific work product created by the Agency for the Client under an Order (e.g., a completed website, configured CRM, or campaign assets).
Agency IP — see Section 8.2.
3. Scope of Services
The Agency may provide any of the following Services, as specified in the applicable Order. Custom items are described in the relevant Order notes.
CRM and marketing-platform builds, setup, migration, and management (including GoHighLevel systems)
Business, marketing, and sales automations and workflows
AI chatbots and conversational-AI agents
AI voice agents and AI voice production, including voice cloning
Lead follow-up, missed-call text-back, appointment booking, and database reactivation systems
Website and landing-page design, development, and hosting configuration ("smart websites")
Local SEO and Google Business Profile optimization and management
Answer Engine Optimization / AI-search visibility
Social media profile management and content creation
Reputation and review management
Google Ads, Google Local Services Ads (LSA), and paid-social advertising management
Direct mail and EDDM campaigns
Email and SMS marketing
Reporting, analytics, and strategy consulting
Any other digital marketing, automation, or technology service described in an applicable Order
The Agency may use subcontractors and third-party tools to deliver the Services. Services not expressly described in an Order are out of scope and may require a separate Order.
4. Fees, Billing & Payment Authorization
4.1 Fees. Fees are stated in the applicable Order in U.S. dollars and are exclusive of applicable taxes, which the Client is responsible for.
4.2 One-time projects. Unless an Order states otherwise, the first payment is billed upon acceptance of the Order (by signature or payment), with the balance due on completion or as scheduled in the Order.
4.3 Recurring services and auto-billing. For subscriptions and recurring services: (a) after the first payment, a service start date is established and work commences within seven (7) days unless otherwise agreed; (b) recurring fees are billed in advance of each billing cycle; and (c) the Client authorizes the Agency and its payment processor to automatically charge the Client's payment method on file on each recurring due date until the engagement is cancelled under Section 6. The Client is responsible for keeping a valid payment method on file.
4.4 Late payment and suspension. Payments not received when due may incur a late fee of the lesser of 1.5% per month or the maximum allowed by law. Late or missed payments may result in immediate suspension of all Services. All work and Deliverables remain the sole property of the Agency until payment is received in full (see Section 8).
4.5 Ad spend and third-party costs. Advertising spend and third-party platform, software, or licensing costs are separate from Agency fees and are the Client's responsibility unless the Order states otherwise.
4.6 Price changes. Fees for recurring Services may be adjusted with at least thirty (30) days' written notice; continued use or payment after the effective date constitutes acceptance.
5. Billing Disputes, Chargebacks & Notice-to-Cure
5.1 Contact us first. The Client agrees that before initiating any chargeback, payment reversal, or dispute with its bank, card issuer, or payment processor, the Client will first notify the Agency in writing at [email protected] describing the issue and allow the Agency fifteen (15) business days to investigate and resolve it in good faith.
5.2 Chargebacks. Filing a chargeback or payment dispute without first following Section 5.1 is a material breach of these Terms. The Client authorizes the Agency to submit these Terms, the applicable Order, and records of work performed as evidence in response to any dispute.
5.3 Recovery. For any chargeback later determined to be invalid or made in breach of Section 5.1, the Client agrees to reimburse the Agency for the disputed amount, any processor or chargeback fees, and reasonable costs of collection, including attorneys' fees. The Agency may suspend or terminate all Services upon any chargeback.
6. Refunds & Cancellation
6.1 Non-refundable. Except as expressly stated in this Section or a specific Order, all payments are non-refundable and non-assessable. Fees compensate the Agency for time, labor, tools, and work performed and reserved.
6.2 Cancelling recurring services. The Client may cancel a recurring engagement by providing seven (7) days' written notice via email to [email protected]. Cancellation stops future billing cycles; it does not refund fees already billed for the current or prior cycles, except as in Section 6.3.
6.3 Mid-month proration. If a recurring engagement is cancelled on the 15th of a month or later, the Agency will, at its discretion, prorate a refund based on the days remaining in that month.
6.4 One-time projects. Deposits and payments on one-time projects are non-refundable once work has begun.
7. Client Responsibilities
The Client agrees to: (a) provide timely access to accounts, platforms, domains, content, and information the Agency reasonably needs; (b) respond to Agency requests, correspondence, and approval requests within forty-eight (48) hours (excluding weekends and holidays); (c) ensure all materials the Client provides are accurate, lawful, and do not infringe third-party rights; and (d) comply with all applicable laws and platform policies (including advertising, messaging-consent, and anti-spam rules). The Agency is not responsible for delays or results caused by the Client's failure to meet these responsibilities, and timeframes will adjust accordingly.
8. Intellectual Property
8.1 Client Deliverables. Upon the Agency's receipt of full payment for a given Order, the Agency assigns to the Client ownership of the final Deliverables created specifically for the Client under that Order. Until full payment is received, all work product remains the sole property of the Agency.
8.2 Agency IP. The Agency retains all right, title, and interest in its pre-existing and reusable intellectual property, including its methods, know-how, workflows, automation frameworks, snapshots, templates, prompts, code libraries, tools, and processes ("Agency IP"), including any improvements to them. To the extent Agency IP is embedded in a Deliverable, the Agency grants the Client a non-exclusive, non-transferable license to use that Agency IP solely as part of the Deliverable for the Client's own business. Nothing transfers ownership of Agency IP to the Client.
8.3 Third-party IP. The Client is responsible for obtaining rights to any content, trademarks, or materials it provides. Third-party software and platforms remain the property of their owners and are governed by their own licenses.
8.4 Portfolio. The Agency may reference the engagement and display non-confidential Deliverables in its portfolio and marketing, unless the Client requests otherwise in writing.
9. Third-Party Platforms & Services
The Services rely on third-party platforms (e.g., Google, Meta, GoHighLevel, Stripe, and AI or communications providers). The Agency does not control and is not responsible for: their availability, changes, outages, pricing, or policy decisions; suspension, restriction, or termination of the Client's third-party accounts; or the acts of these providers. The Client is responsible for maintaining its own third-party accounts and complying with their terms.
10. No Guarantee of Results
Digital marketing outcomes depend on many factors outside the Agency's control. The Agency does not guarantee any specific result, including search rankings, lead volume, conversions, sales, revenue, or return on ad spend. Any projections or examples are illustrative, not promises. The Agency's obligation is to perform the Services in a professional manner.
11. Confidentiality
Each Party may receive confidential information of the other, including technical materials and models; sales, pricing, and customer information; intellectual property; and any other information reasonably understood to be confidential. Each Party agrees to keep such information confidential, use it only to perform under these Terms, and not disclose it to third parties except as needed to deliver the Services or as required by law. This obligation survives termination.
12. Communication & Timing
The preferred method of communication is email, for documentation and efficiency. Deliverable timeframes are estimates and may change due to events beyond the Agency's reasonable control. If the Client does not respond within forty-eight (48) hours of a request, the Agency is not responsible for resulting delays.
13. Warranties & Disclaimer
Except as expressly stated in these Terms, the Services and Deliverables are provided "as is" and "as available," without warranties of any kind, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
14. Limitation of Liability
To the maximum extent permitted by law: (a) neither Party is liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill; and (b) the Agency's total aggregate liability arising out of or relating to the Services will not exceed the total fees paid by the Client to the Agency for the specific Order giving rise to the claim during the three (3) months preceding the event. These limits apply regardless of the theory of liability.
15. Indemnification
The Client will indemnify and hold harmless the Agency and its personnel from any claims, damages, losses, and costs (including reasonable attorneys' fees) arising from: (a) content or materials the Client provides; (b) the Client's use of the Deliverables; (c) the Client's violation of law or third-party rights; or (d) the Client's breach of these Terms.
16. Dispute Resolution & Binding Arbitration
Please read this section carefully — it affects your legal rights.
16.1 Contact us first. Before starting any formal proceeding, the Client agrees to first contact the Agency in writing at [email protected] and attempt in good faith to resolve the dispute for at least thirty (30) days. This applies in addition to the billing-dispute process in Section 5.
16.2 Binding arbitration. If the dispute is not resolved, both Parties agree that any dispute arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration, rather than in court, before any lawsuit is filed. Arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, and will be seated in Utah County, Utah. Judgment on the award may be entered in any court of competent jurisdiction.
16.3 Jury and class-action waiver. Both Parties waive the right to a jury trial and agree that claims will be brought only in an individual capacity, not as part of any class or representative action.
16.4 Exceptions. Either Party may (a) bring a claim in small-claims court if it qualifies, and (b) seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property or confidential information.
16.5 Costs. Each Party bears its own arbitration costs unless the arbitrator awards otherwise.
17. Term & Termination
These Terms apply for as long as any Order is active. Either Party may terminate a recurring engagement under Section 6. The Agency may suspend or terminate immediately for non-payment, chargeback, or material breach. Sections that by their nature should survive (including 5, 8, 10, 11, 13, 14, 15, and 16) survive termination.
18. General
18.1 Force majeure. Neither Party is liable for delays or failures caused by events beyond its reasonable control.
18.2 Independent contractor. The Agency is an independent contractor, not an employee, partner, or joint venturer of the Client.
18.3 Assignment. The Client may not assign these Terms without the Agency's written consent. The Agency may assign to a successor or affiliate.
18.4 Governing law. These Terms are governed by the laws of the State of Utah, without regard to conflict-of-laws rules.
18.5 Severability. If any provision is held unenforceable, the rest remains in effect.
18.6 Entire agreement. These Terms, together with the applicable Order, are the entire agreement between the Parties and supersede all prior discussions. Amendments must be in writing (or posted as an updated version of these Terms).
BY SIGNING AN ORDER, ACCEPTING THESE TERMS, OR MAKING ANY PAYMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO ALL OF THE ABOVE — INCLUDING THE SERVICE FEES, AUTO-BILLING AUTHORIZATION, NO-REFUND POLICY, CHARGEBACK AND NOTICE-TO-CURE TERMS, AND THE BINDING ARBITRATION AND CLASS-ACTION WAIVER IN SECTION 16.
RG Digital · [email protected] · reliable-growth.com