1. About these terms
These Growth Audit Terms (the "Agreement") are between Vecksel LLC, a Michigan limited liability company ("Vecksel"), and the business named at checkout ("Company"). Together they are the "Parties."
Company accepts this Agreement by checking the box agreeing to these terms at checkout and paying the Fee (defined below). The Agreement becomes binding on the date of that purchase (the "Purchase Date"). The person completing checkout confirms that they are authorized to accept this Agreement on Company's behalf.
2. Start date and access
Vecksel will begin the Services once Company has granted all of the access described in Section 4. The date on which all such access has been granted is the "Access Date."
If Company has not granted that access within thirty (30) days of the Purchase Date, Vecksel may end this Agreement by Notice and refund the Fee less a non-refundable administrative fee of two hundred US dollars ($200 USD) (the "Administrative Fee"), which covers payment processing costs and Vecksel's time spent following up on access. After that, neither Party owes the other any further obligation under this Agreement.
3. Services
Vecksel will provide Company with a one-time Growth Audit of one (1) Company advertising account on Meta, TikTok or Google (the "Ad Account"), consisting of the following (the "Services"):
- Account review: a review of the Ad Account's campaign structure, budgets, testing and conversion tracking.
- Creative analysis: an analysis of what creative is working, what is fatigued, and how to extend winning creative.
- Messaging insights: insights on how Company can speak more effectively to its best customers.
- Landing page review: a conversion review of one (1) landing page, designated by Company, that receives traffic from the Ad Account, with prioritized fixes.
- Action plan: a written, prioritized action plan with clear next steps (the "Action Plan").
- Video walkthrough: a recorded video walkthrough of every finding.
- Follow-up call: one (1) follow-up video call of up to forty-five (45) minutes to answer questions and plan next steps, held within thirty (30) days of delivery of the Action Plan.
The Services are advisory only. They do not include implementing any recommendation, making changes to the Ad Account, ongoing campaign management, creative production, landing page development, review of any additional ad account or landing page, or support beyond the follow-up call. Any such work requires a separate written agreement.
4. Company responsibilities
Company will grant Vecksel read-only (or higher) access to the Ad Account, and to any related analytics or tracking tools Vecksel reasonably requests, and will identify the landing page to be reviewed. Vecksel will not make changes to the Ad Account. Company may revoke Vecksel's access at any time after the follow-up call.
5. Timeline and term
Vecksel will deliver the Action Plan and video walkthrough within five (5) business days of the Access Date. If access is incomplete or later revoked, this deadline is extended by the length of the delay.
This Agreement ends when the follow-up call has taken place, or thirty (30) days after delivery of the Action Plan, whichever comes first. Sections 10 (Confidentiality), 12 (Intellectual property), 13 (No guaranteed results), 14 (Limit of liability) and 15 (Indemnification) survive the end of this Agreement.
6. Fee
The cost of all Services is a one-time fixed fee of one thousand five hundred US dollars ($1,500 USD) (the "Fee"), paid in full at checkout. No monthly or recurring fees apply under this Agreement.
7. Guarantee
If the Action Plan does not identify at least three (3) specific changes worth testing, Vecksel will refund the Fee in full, provided Company requests the refund by Notice within fourteen (14) days of delivery of the Action Plan.
8. Credit toward ongoing services
If Company and Vecksel sign a separate written agreement for ongoing services within thirty (30) days of delivery of the Action Plan, the full Fee will be credited against Company's first monthly fee under that agreement. This credit does not apply if the Fee has been refunded under the Guarantee.
9. Expenses
Company is responsible for paying for and providing any third-party software licenses or products Company wants Vecksel to use.
10. Confidentiality
The Parties will hold all information relating to this Agreement, the Services and each other's businesses in strict confidence, and will not use it except to carry out this Agreement. If this Agreement ends for any reason, each Party will return or delete the other's information, including account access information and all copies, and will remain bound by this Section.
"Confidential Information" means information that has value to its owner and is treated as proprietary or confidential, including but not limited to intellectual property, inventions, trade secrets, financial data, business plans and strategies, customer lists and information, acquisition strategies, advertising campaigns and performance data, information about executives and employees, and the terms of this Agreement. Neither Party will disclose the other's Confidential Information to anyone outside this Agreement.
This Section does not apply to information that a Party possessed before the Parties began working together; that is or becomes public through no fault of the receiving Party; that is rightfully received from a third party with no duty of confidentiality; that is disclosed to a third party without a duty of confidentiality by, or with the authorization of, the disclosing Party; or that is independently developed without use of the other Party's Confidential Information.
11. Relationship of the Parties
Vecksel is an independent contractor, not an employee, partner or member of Company. Vecksel controls the means, manner and method by which the Services are performed, and may engage assistants or subcontractors to help provide them. Each Party is responsible for its own business operations and expenses, including licensing fees, insurance, taxes, registrations and permits. Company is not responsible for any benefits, workers' compensation, insurance or unemployment fees for Vecksel.
12. Intellectual property
Upon delivery, the Action Plan, video walkthrough and other deliverables created for Company are considered work made for hire and are assigned to and owned by Company. Company may keep and use them whether or not it continues working with Vecksel. Vecksel retains ownership of its pre-existing methods, frameworks and templates, and of general skills and knowledge that do not contain Company's Confidential Information. Each Party owns its own trademarks and intellectual property and will not use the other's except as needed to provide the Services.
13. No guaranteed results
Company is solely responsible for deciding whether and how to implement any recommendation. Vecksel does not guarantee any particular advertising, sales or financial result, and Company assumes the risk of acting on the Services.
14. Limit of liability
The maximum amount of damages Company may recover in any claim relating to this Agreement or the Services will not exceed the Fee paid under this Agreement.
15. Indemnification
Company will indemnify and hold harmless Vecksel and its employees, agents and contractors from any injury, property damage, liability, claim or other cause of action arising out of or related to the Services.
16. Cancellations and rescheduling
If Company cancels: Company may cancel this Agreement by Notice at any time before the Access Date and receive a refund of the Fee less the Administrative Fee. After the Access Date, the Fee is non-refundable except under the Guarantee.
If Vecksel cancels: if Vecksel cannot or will not perform its obligations under this Agreement, it will give Notice to Company and refund the Fee in full.
Rescheduling: either Party may reschedule the follow-up call with at least twenty-four (24) hours' notice by email, as long as the rescheduled call takes place within the thirty (30) day window in Section 3.
17. Notice
"Notice" means a written message sent by email. Notice to Vecksel goes to kelly@vecksel.com. Notice to Company goes to the email address provided at checkout, or another address Company designates by Notice. Notice is effective when sent, unless the sender receives a delivery failure.
18. Governing law
This Agreement is governed by the laws of the State of Michigan, without regard to its conflict-of-law rules.
19. General
Entire agreement: this Agreement, together with the details Company provides at checkout, is the entire agreement between the Parties about the Growth Audit and replaces any earlier discussions about it.
Changes to these terms: Vecksel may update these terms for future purchases. The version in effect on the Purchase Date applies to that purchase. Once accepted, this Agreement may be amended only by written agreement of both Parties.
Severability: if any part of this Agreement is found illegal or unenforceable, the rest remains in full force, as long as the essential provisions for each Party remain legal and enforceable.
Headings: section headings are for convenience only and are not part of this Agreement.