Master Service Agreement

01 How this Agreement works

This Master Service Agreement ("Agreement") sets the general terms between TNZ Digital, LLC ("TNZ Digital," "we," "us," or "our") and a business we work with ("Client" or "you"). It applies to every engagement, whatever service is involved.

This Agreement works alongside an Order Form: the signed proposal, statement of work, or service agreement for your specific engagement, which sets out the scope, deliverables, fees, and term. Together, this Agreement and your Order Form make up the whole contract for that engagement. If the two conflict, the Order Form controls.

Order Form

The signed document (proposal, statement of work, or service agreement) that defines the scope, price, and term of a specific engagement.

Deliverables

The campaigns, creative, websites, reports, and other work product we produce under an Order Form.

Platforms

Third-party tools and ad networks we operate within, for example Google Ads, Meta, Microsoft Advertising, Shopify, BigCommerce, Klaviyo, GA4, and Google Tag Manager.

02 Services we provide

Depending on your Order Form, TNZ Digital may provide:

• Pay-per-click (PPC) management
• Conversion rate optimization (CRO)
• Search engine optimization (SEO)
• Email marketing and marketing automation
• Web design and development
• Social media marketing
• Content marketing
• Brand strategy and design
• Local listings and reputation management

This Agreement doesn't commit either party to any of these services on its own. Your Order Form defines exactly which services apply to you, at what scope, and for what fee.

We'll perform the Services with reasonable skill and care, consistent with professional industry standards. We may use subcontractors or tools to deliver the work, but we stay responsible to you for the Services we've agreed to provide.

03 Order Forms & changes

Most engagements begin with an Order Form describing the scope, deliverables, fees, and timeline. Published package and pricing information on our site is for guidance and may change; the figures in your signed Order Form are the ones that apply to you.

Changing the scope

Either of us can propose a change to an active engagement. Send the request in writing; we'll review it and, if it's workable, send back a short Change Order describing the new scope, timeline, and fee. The change takes effect once both parties approve the Change Order in writing.

04 Fees & payment

The following defaults apply unless your Order Form states otherwise:

• Recurring service fees are billed monthly in advance.
• One-time setup or project fees are billed as set out in your Order Form, often a deposit up front with the balance on completion.
• Advertising spend (the budget paid to ad platforms) is separate from our management fees and is your responsibility, whether billed to your accounts directly or passed through.
• Invoices are due within 15 days of the invoice date (Net-15).

Late or missed payments

If an invoice is more than 15 days past due, a one-time late fee of 5% applies. If it's more than 30 days past due, we may pause work, suspend campaigns, or withhold deliverables until the account is current. Fees paid for services already rendered are non-refundable.

05 Term & termination

Each engagement's term, and any minimum commitment, is set in its Order Form. Where an Order Form doesn't state a term, the engagement runs month-to-month, and either party may end it with 30 days' written notice.

On termination, Client pays for work performed and any costs already committed on Client's behalf (such as pre-paid ad spend) through the effective end date. TNZ Digital delivers paid-for work product and returns any account access it holds. Payments already made for services rendered are non-refundable. Terms meant to survive termination, including confidentiality, ownership, and limitation of liability, continue afterward.

06 Ownership & use of work

Your content

You keep ownership of everything you give us: your brand, trademarks, products, and content. You grant us a license to use those materials as needed to perform the Services.

Our work

Unless your Order Form says otherwise, final Deliverables created specifically for you become yours once we've been paid in full for them. We keep ownership of our underlying methods, templates, frameworks, and know-how, and may reuse that general knowledge with other clients.

Platform accounts

Where we manage third-party Platform accounts on your behalf, those accounts and the data in them always belong to you. You retain full ownership of and access to your accounts at all times, and we'll hand back any access we hold whenever you ask.

Portfolio rights

Unless you ask us in writing not to, we may reference that we worked with you and show non-confidential, anonymized results and creative in our portfolio and marketing.

07 Confidentiality

Each of us may learn confidential information about the other while working together. We'll both keep that information private, use it only to perform or receive the Services, and protect it with reasonable care. This doesn't cover information that's public through no fault of the receiving party, already known, independently developed, or required to be disclosed by law. This obligation continues for two years after an engagement ends.

08 Results & limitation of liability

Marketing outcomes depend on many factors outside our control: your pricing, products, market conditions, ad-platform policies, and more. We don't guarantee specific rankings, traffic, or sales figures unless your Order Form states a specific guarantee. Figures and case studies shown on our site reflect past results for specific clients and aren't a promise of future performance; see our Results & Earnings Disclaimer for the full picture.

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, revenue, or data, arising out of an engagement. TNZ Digital's total liability for a claim is limited to the fees Client paid in the six months before the event giving rise to it.

09 Governing law & disputes

This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The state and federal courts located in or serving St. Lucie County, Florida have exclusive jurisdiction over any dispute that isn't resolved informally, and both parties consent to venue there. We'll always try to work things out directly and in good faith first.

10 General provisions

• Entire agreement: This Agreement, together with the applicable Order Form, is the whole understanding between the parties for that engagement and replaces any earlier discussions on the same scope.
• Amendments: Changes to this Agreement must be in writing and signed by both parties.
• Severability: If a court finds one part of this Agreement unenforceable, the rest stays in effect.
• Notice: Written notice is effective when sent by email with confirmation of receipt, or mailed to the address below.
• Assignment: Neither party may assign this Agreement without the other's written consent, except to a successor in a merger, acquisition, or sale of substantially all its assets.
• Counterparts: An Order Form incorporating this Agreement may be signed in counterparts, including electronically, each treated as an original.

11 Changes to this Agreement

We may update this Agreement from time to time. When we do, we'll revise the "Last updated" date above, and material changes take effect when posted. If you have an active engagement, changes to this Agreement won't reduce rights set out in your signed Order Form.

12 How to reach us

Questions about this Agreement, or ready to start an Order Form? We're happy to help.