Terms of Service

Acceptance of these terms

These Terms of Service (the “Terms”) are an agreement between you and Qeystone Holdings LLC (“Qeystone,” “we,” “us,” or “our”), a limited liability company registered in the State of Washington. They govern your use of qeystone.co (the “Site”) and any services you engage us to provide (the “Services”).

By using the Site, submitting an enquiry through it, or engaging us to perform Services, you accept these Terms. If you do not accept them, please do not use the Site or engage us.

If you accept these Terms on behalf of a company or other organisation, you confirm that you have the authority to bind that organisation, and “you” and “Client” in these Terms refer to that organisation.

Where you and Qeystone have signed a separate written agreement, proposal, statement of work, or service order covering the same subject matter, that document controls to the extent it conflicts with these Terms.

Description of services

Qeystone is a digital marketing agency. Depending on what you engage us for, the Services may include search engine optimisation and generative engine optimisation, digital advertising, website design and development, content and social media, reputation management, lead generation, AI agents and voice AI, and AI automation and workflow implementation.

The specific Services to be delivered, their scope, and the timeline for them are set out in the proposal, statement of work, or service order agreed between you and Qeystone. Nothing on the Site is itself an offer to provide Services on particular terms; the Site describes what we do, and the engagement documents define what we have actually agreed to do for you.

We may change our methods, tools, subcontractors, and technology providers as needed to deliver the Services, provided the agreed scope and outcome are not reduced.

Client responsibilities

Delivering marketing services requires your participation. You agree to:

• Provide timely access and materials — the accounts, platforms, credentials, brand assets, content, and approvals we need to do the work, within a reasonable time of being asked.
• Provide accurate information — information about your business, your offering, and your customers that is true and not misleading, and to correct it if it changes.
• Hold the necessary rights — you confirm you own, or are licensed to use, any logo, image, text, trademark, or other material you supply to us, and that our agreed use of it will not infringe anyone else’s rights.
• Review and respond — review deliverables submitted for approval and give feedback or approval within the timeframes agreed. Work can be delayed by slow review, and delays caused this way are not a failure to perform by us.
• Comply with the law — ensure your business, your offering, and any claims you ask us to publish comply with applicable law, including advertising, consumer protection, and industry-specific rules.
• Comply with third-party terms — abide by the terms of the advertising, analytics, hosting, and social platforms used to deliver the Services.
• Maintain your own backups — keep independent backups of any data, content, or website you provide to us or that we work on.

You may not use the Site or the Services for any unlawful purpose, to send unsolicited bulk communications, to infringe another party’s intellectual property, or to attempt to gain unauthorised access to our systems or those of any third party.

Fees and payment

Fees, the billing cycle, and the payment schedule for your engagement are set out in the applicable proposal, statement of work, or service order. Unless that document says otherwise:

• Recurring Services are billed in advance for each service period, and are due on the invoice date.
• Fees are exclusive of taxes. You are responsible for any sales, use, or similar taxes properly chargeable on the Services, other than taxes on our income.
• Third-party costs are separate. Advertising spend paid to platforms, software subscriptions, licences, stock media, domain and hosting fees, and similar pass-through costs are your responsibility and are not included in our fees unless expressly stated.
• Late payment. If an invoice is not paid when due, we may charge interest on the overdue amount at the lesser of 1.5% per month or the maximum rate permitted by law, and may suspend the Services until the account is brought current. We will give you notice before suspending.
• Fees are non-refundable for Services already performed, except where these Terms or the engagement document expressly provide otherwise, or where required by law.
• Changes to fees. We may adjust fees for recurring Services on at least 30 days’ written notice, effective from the start of the next service period. If you do not accept the change, you may terminate as set out below.

Third-party platforms and services

The Services depend on platforms and providers we do not control — among them search engines, advertising networks, analytics tools, hosting providers, and social media platforms. Those parties may change their algorithms, policies, pricing, features, or availability, or may suspend or restrict an account, at any time and without notice to us.

We are not responsible for the acts, omissions, outages, policy changes, or decisions of those third parties, and such events are not a breach of these Terms by us. Where a platform requires you to accept its own terms, those terms govern your relationship with that platform.

Intellectual property

Our materials. Qeystone retains all right, title, and interest in the Site and its contents, and in our methodologies, processes, frameworks, templates, software, tools, internal documentation, and know-how, including anything we develop or improve while delivering the Services. Nothing in these Terms transfers ownership of any of it to you. The Qeystone name, logo, and wordmark are our trademarks and may not be used without our prior written consent.

Your materials. You retain all right, title, and interest in the content, data, trademarks, and other materials you supply to us. You grant Qeystone a non-exclusive, royalty-free licence to use, reproduce, modify, and display those materials for the sole purpose of delivering the Services to you, for the duration of the engagement.

Deliverables. On full payment of all fees due for the relevant work, you receive ownership of, or where ownership cannot be transferred a perpetual non-exclusive licence to use, the final deliverables we create specifically for you under the engagement — for example the copy, creative, and site pages produced for your business. This does not extend to our underlying tools, templates, frameworks, or know-how, or to any third-party material embedded in a deliverable, which remains subject to its own licence. Until fees are paid in full, deliverables are licensed to you for review only.

Portfolio use. Unless you tell us in writing not to, we may identify you as a client and display non-confidential deliverables and anonymised performance results in our portfolio, case studies, and marketing materials.

Confidentiality

Each party may receive information from the other that is marked confidential or that a reasonable person would understand to be confidential. Each party agrees to use the other’s confidential information only to perform or receive the Services, to protect it with at least reasonable care, and not to disclose it to anyone other than its personnel and contractors who need it and are bound by comparable obligations. This does not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed by it, or must be disclosed by law or valid legal process.

No guarantee of results; disclaimer of warranties

Marketing outcomes depend on factors outside our control, including your market, your competitors, your pricing and offering, and the decisions of the search engines and advertising platforms described above. We do not warrant or guarantee any particular ranking, placement, traffic volume, lead volume, conversion rate, revenue, or return on investment, and any projection, forecast, or example we provide is an estimate rather than a promise.

We will perform the Services in a professional and workmanlike manner consistent with generally accepted industry practice. Beyond that, and to the fullest extent permitted by law, the Site and the Services are provided “as is” and “as available,” and Qeystone disclaims all other warranties, whether express, implied, or statutory, including any implied warranty of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Site will be uninterrupted or error-free.

Limitation of liability

To the fullest extent permitted by law:

• No indirect damages. Neither party is liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, lost revenue, lost business, lost goodwill, or loss or corruption of data, however caused and regardless of the theory of liability, even if that party was advised of the possibility of such damages.
• Cap on liability. Qeystone’s total aggregate liability arising out of or relating to these Terms, the Site, or the Services will not exceed the total fees you actually paid to Qeystone for the Services in the twelve (12) months immediately preceding the event giving rise to the claim. Third-party pass-through costs, including advertising spend, are excluded from that calculation.
• Exclusions. Nothing in these Terms limits liability that cannot be limited by law, including liability for fraud, fraudulent misrepresentation, or wilful misconduct.

You agree to indemnify and hold Qeystone harmless from any third-party claim arising out of material you supplied to us, claims you asked us to publish, your breach of these Terms, or your violation of applicable law or third-party platform terms.

These limitations apply even if a limited remedy fails of its essential purpose, and reflect an agreed allocation of risk between the parties that is a fundamental basis of the pricing of the Services.

Term and termination

Unless the engagement document says otherwise, recurring Services continue on a month-to-month basis until terminated as set out here.

• Termination for convenience. Either party may terminate a recurring engagement by giving at least thirty (30) days’ written notice, effective at the end of the notice period.
• Termination for cause. Either party may terminate immediately on written notice if the other party materially breaches these Terms and fails to cure the breach within fifteen (15) days of receiving written notice of it, or if the other party becomes insolvent or subject to bankruptcy or similar proceedings.
• Suspension for non-payment. We may suspend the Services for non-payment as described under “Fees and payment” above, and may terminate for cause if an invoice remains unpaid for more than thirty (30) days after its due date.
• Effect of termination. On termination you must pay all fees for Services performed and all pass-through costs incurred up to the effective date. We will deliver the work product for which you have paid in full, and, on request made within thirty (30) days, will provide a reasonable handover of accounts and assets that belong to you. Each party will return or destroy the other’s confidential information on request.
• Survival. The sections covering fees accrued before termination, intellectual property, confidentiality, disclaimers, limitation of liability, indemnity, governing law, and this sentence survive termination.

Governing law and venue

These Terms, and any dispute arising out of or relating to them, the Site, or the Services, are governed by the laws of the State of Washington, United States, without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties agree that the exclusive venue for any action arising out of or relating to these Terms is the state or federal courts located in Pierce County, Washington, the county in which Qeystone Holdings LLC maintains its registered address in Gig Harbor, Washington. Each party consents to the personal jurisdiction of those courts and waives any objection to that venue.

Before filing any action, the parties agree to attempt in good faith to resolve the dispute by negotiation, beginning with written notice of the dispute sent to the other party.

General

Independent contractor. Qeystone performs the Services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

Subcontractors. We may use subcontractors and third-party providers to deliver the Services, and remain responsible for their performance of the Services.

Force majeure. Neither party is liable for a delay or failure to perform caused by events beyond its reasonable control, excluding the obligation to pay amounts due.

Assignment. Neither party may assign these Terms without the other’s prior written consent, except that either party may assign them in connection with a merger, acquisition, or sale of substantially all of its assets.

Severability and waiver. If any provision of these Terms is held unenforceable, the remaining provisions stay in full effect and the unenforceable provision is modified to the minimum extent needed to make it enforceable. A failure to enforce a provision is not a waiver of it.

Entire agreement. These Terms, together with any proposal, statement of work, or service order and our Privacy Policy, are the entire agreement between the parties on this subject and supersede any prior discussions or representations.

Privacy

How we collect, store, use, and protect personal information — both information submitted through this Site and client data we handle while delivering the Services — is set out in our Privacy Policy, which forms part of these Terms.

Changes to these terms

We may update these Terms from time to time. When we do, we will revise the “last updated” date at the top of this page. Changes take effect when posted, and apply to your continued use of the Site from that point. Where a change materially affects an active engagement, we will give you reasonable written notice of it.