ADEL Marketing (ADEL COMPANY LLC) U.S. SMS: TCPA consent via phone number plus SMS checkbox on website forms. Transactional and promotional messages; 8am–9pm recipient local time; not sent to purchased lists. STOP/HELP. Full policy: https://adel.company/privacy-policy — https://adel.company/terms

Terms of Service

Last Updated: July 13, 2026

TERMS OF SERVICE (B2B)

IMPORTANT NOTICE: THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT. BY PAYING ANY INVOICE ISSUED BY ADEL COMPANY LLC ("AGENCY"), OR BY ACCEPTING SERVICES PROVIDED BY AGENCY, THE ENTITY IDENTIFIED IN THE INVOICE ("CLIENT") AGREES TO BE BOUND BY THESE TERMS.

1. Services and Scope

1.1. Scope in Invoice.

Agency agrees to provide professional marketing, advertising, web development, and design services ("Services"). The specific scope of Services, deliverables, timeline, and fees shall be defined in the applicable Invoice issued by Agency to Client. The Invoice shall serve as the primary "Statement of Work" for the engagement.

1.2. Prime Contractor Role.

Client acknowledges that Agency operates as a Prime Contractor. Agency may utilize a global network of verified independent partners and subcontractors ("Partners") to perform the Services. Agency remains fully responsible to Client for the performance of its Partners and the quality of Services.

1.3. Acceptance of Deliverables.

Unless otherwise stated in the Invoice, each deliverable includes up to two (2) rounds of reasonable revisions. A deliverable is deemed accepted when Client confirms acceptance in writing, or when ten (10) business days pass after delivery without written, specific objections — whichever occurs first. Requests submitted after acceptance constitute new work and may be quoted separately.

2. Fees and Payment

2.1. Payment & Agent Acknowledgement.

Client acknowledges that Agency acts as the authorized payment collection agent for its network of Partners. Therefore, Client agrees that payment made to Agency constitutes payment to the underlying Partners performing the Services, effectively extinguishing Client's payment obligation to such Partners pro tanto.

2.2. Payment Security Protocol.

To comply with US Anti-Money Laundering (AML) laws:

2.3. Late Payment.

Invoices are due upon receipt unless the Invoice states otherwise. If an invoice remains unpaid for more than ten (10) days after its due date, Agency may (a) suspend Services and pause all active campaigns until payment is received, and (b) charge interest on the overdue amount at 1.5% per month or the maximum rate permitted by law, whichever is lower. Client is responsible for reasonable costs of collection.

2.4. Chargebacks.

Client agrees to contact Agency to resolve any billing dispute before initiating a chargeback or payment reversal. Initiating a chargeback on fees for Services that have been performed constitutes a material breach of these Terms. Agency reserves the right to suspend Services, revoke licenses granted under Section 5, and recover reasonable costs incurred in disputing an unjustified chargeback.

3. Advertising Accounts and Budgets

3.1. Account Ownership.

Unless otherwise agreed in writing, all advertising accounts, business manager assets, pixels, and related platform assets are created in, or transferred to, Client's ownership. Agency accesses them with permissions granted by Client solely to perform the Services.

3.2. Advertising Budgets.

Agency's fees do not include advertising budgets ("Ad Spend"). Unless otherwise agreed in writing, Ad Spend is paid by Client directly to the advertising platforms (e.g., Meta, Google) using Client's own payment method. Agency is not responsible for platform billing errors, currency conversion, or taxes applied by the platforms.

3.3. Platform Rules and Actions.

Advertising platforms operate under their own terms, policies, and automated enforcement systems. Agency will use commercially reasonable efforts to comply with platform policies, but Agency is not liable for account restrictions, ad disapprovals, bans, increased costs, feature changes, data loss, or other actions taken by any platform, nor for changes in platform algorithms, pricing, or attribution systems.

4. No Performance Guarantee

4.1. Marketing and advertising outcomes depend on numerous factors outside Agency's control, including platform algorithms, competition, market conditions, seasonality, and Client's offer, pricing, website, sales process, and responsiveness to leads. Accordingly, Agency does not guarantee any specific results, including but not limited to lead volume, cost per lead, return on ad spend, revenue, conversion rates, search engine rankings, or traffic levels.

4.2. Any projections, estimates, or benchmarks provided by Agency are illustrative only and do not constitute a warranty or commitment.

5. Intellectual Property (IP)

5.1. Assignment of Rights.

Upon full payment of the Invoice, Agency hereby irrevocably assigns and transfers to Client all right, title, and interest in and to the deliverables created under that Invoice, including all copyrights. Until full payment is received, Agency retains all rights to the deliverables.

5.2. Background IP.

Agency retains all rights to its pre-existing tools, methodologies, frameworks, templates, and know-how used to create the deliverables. To the extent any Background IP is incorporated into a deliverable, Client receives a perpetual, non-exclusive, royalty-free license to use it as part of that deliverable.

5.3. Portfolio Use.

Agency may display non-confidential deliverables in its portfolio and marketing materials. Client's name and identifiable performance results may be used as a case study only with Client's prior written consent.

6. Client Content and Indemnification

6.1. Client Materials.

Client is solely responsible for the accuracy, legality, and rights clearance of all materials, information, trademarks, product claims, offers, and pricing that Client provides or approves for use in the Services (including ad creatives, landing pages, and websites). Client represents that such materials do not infringe third-party rights and comply with applicable laws and regulations, including advertising and consumer protection laws (e.g., FTC requirements).

6.2. Indemnification.

Client shall defend, indemnify, and hold harmless Agency and its Partners from and against any third-party claims, damages, fines, and reasonable legal costs arising out of (a) Client's materials, products, services, or business practices; (b) claims made about Client's products or services in approved advertising; or (c) Client's violation of applicable law or platform policies.

7. Non-Circumvention

7.1. Restriction on Side-Deals.

Client acknowledges that Agency provides value through its legal, billing, and compliance infrastructure. During the term of engagement and for 12 months thereafter, Client agrees NOT to engage or pay any Partner of the Agency directly, bypassing the Agency's billing system ("Side-Deal").

7.2. Exception.

Client may work with a Partner directly only if: (a) Agency provides written consent; and (b) Client has paid all outstanding invoices.

7.3. Liquidated Damages.

The parties acknowledge that Agency's actual damages from a Side-Deal would be difficult to calculate precisely. Therefore, if Client engages a Partner in violation of this Section, Client agrees to pay Agency, as liquidated damages and not as a penalty, an amount equal to fifty percent (50%) of the fees paid or payable by Client to Agency during the twelve (12) months preceding the violation, or $10,000 USD, whichever is greater. The parties agree this amount is a reasonable pre-estimate of Agency's loss.

8. Confidentiality

Each party agrees to keep the other party's proprietary information confidential and to use it solely for the purposes of the engagement. This includes Client's business data and Agency's pricing and partner structure. This obligation survives termination for three (3) years.

9. Warranties and Liability

9.1. Limited Warranty.

Agency warrants that Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND AGENCY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9.2. No Refunds.

Due to the nature of the Services, all payments are non-refundable once work has commenced, unless otherwise specified in the Invoice or in applicable Service-Specific Terms (see Section 11).

9.3. Limitation of Liability.

Except for breaches of Section 5 (IP) or Section 8 (Confidentiality), each party's total aggregate liability arising out of or related to these Terms shall not exceed the total fees paid by Client to Agency under the applicable Invoice during the three (3) months preceding the event giving rise to the claim. Neither party is liable for indirect, incidental, consequential, or punitive damages, or for lost profits, lost revenue, or loss of data. For clarity, Ad Spend paid by Client to advertising platforms does not constitute fees paid to Agency and is excluded from any measure of damages.

10. Term and Termination

10.1. Term.

Engagements are either project-based (ending upon delivery and acceptance) or recurring monthly ("Retainer"), as stated in the Invoice.

10.2. Termination of Retainers.

Either party may terminate a Retainer with fourteen (14) days' written notice (email is sufficient). Fees for the current billing period are earned in full and non-refundable; no new billing period will begin after the notice period ends.

10.3. Termination for Cause.

Either party may terminate immediately if the other party materially breaches these Terms and fails to cure within ten (10) days of written notice. Agency may also suspend or terminate immediately in the event of non-payment (Section 2.3) or abusive conduct toward Agency personnel or Partners.

10.4. Effect of Termination.

Upon termination, Client shall pay for all Services performed through the effective date of termination. Sections 5–9, 11, and 12 survive termination.

11. Service-Specific Terms

Certain services are governed by supplemental service-specific terms published by Agency, which are incorporated by reference when the applicable Invoice or payment page refers to them. In the event of a conflict, the service-specific terms prevail for those services. Currently published:

12. Governing Law and Dispute Resolution

12.1. These Terms are governed by the laws of the State of Florida, USA, without regard to conflict-of-law rules.

12.2. The parties shall first attempt in good faith to resolve any dispute through negotiation within thirty (30) days of written notice of the dispute. Any unresolved dispute shall be subject to the exclusive jurisdiction of the state and federal courts located in Pinellas County, Florida, and each party consents to personal jurisdiction and venue there. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

13. SMS & Marketing Messages (Website Visitors)

This section applies when you are not (or not only) a Client under a paid invoice but you interact with ADEL COMPANY LLC through our public website (for example, contact forms or questionnaires).

13.1. Program.

If you provide a mobile number and opt in as shown on our forms, you agree that ADEL Marketing may send SMS notifications and promotional messages related to your inquiry and our services. Message frequency varies. Message and data rates may apply.

13.2. Opt in.

You may opt in by submitting a form where the SMS consent checkbox is displayed. Consent requirements, message types, send-time limits, opt-out, and retention of consent records are described in our Privacy Policy.

13.3. Opt out and help.

Reply STOP to cancel SMS. Reply HELP for help. Our Privacy Policy describes how we process opt-out requests and related data.

13.4. No third-party lists.

We do not send SMS using purchased, rented, or scraped phone lists. We message only users who have provided appropriate consent.

14. Miscellaneous

These Terms, together with the applicable Invoice and any Service-Specific Terms, constitute the entire agreement between the parties regarding the Services. If any provision is held unenforceable, the remainder remains in effect. Agency may update these Terms; the version in effect on the date of the applicable Invoice governs that engagement.

15. Contact Us

If you have any questions about these Terms, please contact us:

ADEL COMPANY LLC
7901 4th St N STE 300
St. Petersburg, FL 33702
Email: sales@adel.company
Phone: +1 (727) 620-5212