Acceptance of Terms and Service Level Agreement
By accepting any Proposal, paying an invoice, or using any services provided by Day by Day Digital, Inc., the Client acknowledges that this Service Level Agreement (“SLA”) and the accompanying Proposal collectively form a legally binding contract for the full term specified in the Proposal. Client’s acceptance of any part of the services constitutes acceptance of all applicable terms and conditions, including all payment obligations for the entire contract term.
By accepting or engaging services, the Client acknowledges having reviewed, understood, and agreed to all provisions of this SLA, including the minimum term and payment obligations.
Minimum Term Commitment:
The Client acknowledges and agrees that the contract term specified in the accepted Proposal (e.g., six (6) or twelve (12) months) is a fixed minimum commitment. Early termination for convenience by the Client is not permitted. Turning off or pausing advertising, campaigns, or other services does not suspend payment obligations. All fees for the full contract term remain due and payable regardless of Client participation or marketing activity status. Any attempt to unilaterally terminate, downgrade, or suspend services prior to the completion of the minimum term constitutes breach of contract. Upon breach, the Service Provider reserves the right to accelerate all remaining unpaid amounts immediately due and payable.
Termination for Cause:
Either party may terminate this Agreement for material breach if such breach is not cured within fifteen (15) days of written notice. Non-payment is a material breach by the Client. Failure to perform due to lack of Client participation (e.g., withholding approvals, pausing campaigns, or not providing required access) shall not constitute breach by the Service Provider. Notice shall be deemed delivered if sent by email to the Client’s last known business email address or through the primary client communication channel.
Non-Refundable Fees:
All retainers, setup fees, and monthly service payments are non-refundable once invoiced or paid, regardless of campaign activity or outcomes. Non-refundable status applies regardless of whether services are paused, delayed, or terminated prior to the contract end date.
Pausing of Services:
The Client may request a temporary service pause in writing; however, approval is at the sole discretion of the Service Provider. A pause does not suspend or prorate billing obligations unless otherwise agreed in writing. A pause exceeding thirty (30) consecutive days may, at the Service Provider’s discretion, be deemed early termination and subject to the provisions of Section 7 or Liquidated Damages. During any approved pause, all fees remain due per schedule unless explicitly deferred in writing by the Service Provider
Liquidated Damages for Early Termination:
If the Client terminates before the end of the contract term without cause, the Client shall immediately owe the remaining balance of the contract term as liquidated damages, not as a penalty but as a reasonable estimate of losses incurred due to resource allocation and service scheduling. The Client expressly waives any claim that such damages are unenforceable or constitute a penalty.
Attorney’s Fees:
In any action to enforce this Agreement, the prevailing party shall be entitled to recover all reasonable attorney’s fees, court costs, and collection expenses incurred.
This SLA, together with the accepted Proposal and Master Services Agreement, constitutes the entire understanding between the parties and supersedes any prior communications, representations, or understandings, whether oral or written.
The terms and conditions set forth below constitute the entire SLA governing the relationship between Day by Day Digital, Inc. and the Client.
1. PURPOSE & SCOPE
This Service Level Agreement (“SLA”) supplements the Master Services Agreement (“Agreement”) between Day by Day Digital, Inc. and the Client.
It defines:
- The scope of services to be delivered
- The expectations and responsibilities of the Client
- The standards governing payment, communication, deliverables, and termination
If a conflict arises, the Agreement controls unless this SLA provides more specific guidance on service standards.
2. SERVICE SCOPE & DELIVERABLES
The Service Provider will provide digital marketing and lead generation services as described in the accepted Proposal.Services may include: advertising, social media management, automation setup, CRM support, SEO, conversion optimization, website maintenance, email marketing, and site refresh updates.
Exclusions (unless agreed in writing): unlimited design or development support, production-level video editing, fully custom workflows, or any service not listed in the Proposal.
Typical Turnaround Times: daily posts each business day; weekly newsletters within the weekly cycle; monthly reports within five (5) business days after month-end; standard updates within three-to-five (3-5) business days; emergencies addressed as soon as reasonably possible.
3. AGENCY RESPONSIBILITIES & PERFORMANCE STANDARDS
The Service Provider will perform the services professionally and on schedule, maintain reasonable availability during operating hours, provide strategy or status calls as scheduled, and align all deliverables with the agreed strategy. Performance is measured by completion of the outlined deliverables, not by revenue or ROI outcomes, which depend on Client participation and market conditions.
4. CLIENT RESPONSIBILITIES
The Client will:
- Provide timely access, approvals, and information
- Manage sales, outreach, and customer service
- Maintain consistent brand presence
- Participate in scheduled calls and communications
- Supply accurate, current business information and brand materials
The Client acknowledges that results are not guaranteed.
5. PAYMENT TERMS & LATE PAYMENT
Invoices are due on the date specified in the Proposal (typically the 1st of each month). A two-day grace period applies; beginning on day three (3), a 5 % monthly late fee accrues, calculated daily. Services may be suspended for non-payment and resume only once balances are paid in full. Accounts unpaid after thirty (30) days may be referred to collections, and the Client is responsible for all associated costs. Fees and payment terms follow the accepted Proposal.
6. RE-SCOPING & SERVICE ADJUSTMENTS
The Client may request to modify or remove services by written notice.The Service Provider will review whether the change can be accommodated without disrupting workflows.
Pricing Adjustments: Retainer fees are based on overall service capacity, staffing, and resource allocation—not individual deliverables.Removal of one or more deliverables does not automatically reduce monthly fees. Any fee change must be documented in writing through a formal amendment or updated Proposal.
If a requested reduction materially alters the service scope, the Service Provider may treat it as early termination under Section 7 and issue a new Proposal. The Service Provider may decline requests that materially affect performance obligations or established strategies.
7. CANCELLATION & EARLY TERMINATION
Early termination by the Client is not permitted except for material breach by the Service Provider, as outlined in the “Termination for Cause” section.
Any unauthorized cancellation, downgrade, or cessation of services before the contract end date will trigger immediate application of the “Liquidated Damages for Early Termination” clause. Services are not pro-rated for partial months, and all payments made are non-refundable.
8. OUT-OF-SCOPE SERVICES
Requests outside the defined scope require written approval and may incur additional fees.
9. CONFIDENTIALITY & DATA SECURITY
Both parties agree to maintain the confidentiality of sensitive information.The Client authorizes necessary account access; credentials should be updated upon termination.The Service Provider maintains commercially reasonable safeguards to protect Client data.
10. INTELLECTUAL PROPERTY
Deliverables and marketing assets become Client property upon full payment. The Service Provider retains ownership of proprietary tools, templates, and processes. Assets will be returned after all fees are paid in full.
11. LIMITATION OF LIABILITY
The Service Provider’s total liability is limited to the fees paid in the three (3) months preceding any claim. Neither party is liable for indirect or consequential damages, including lost profits.
12. FORCE MAJEURE
Neither party is liable for delays or failures caused by events beyond reasonable control, including natural disasters, pandemics, outages, or third-party disruptions.
13. DISPUTE RESOLUTION
Disputes will first be addressed through good-faith mediation in Austin, Texas. If unresolved, either party may pursue remedies in court under Texas law.
14. SERVICE HOURS & RESPONSE TIMES
Operating hours: 7:00 a.m.–4:00 p.m. CST, Monday–Friday (excluding holidays).
Standard requests: 48–72 hours.
Emergency requests: 24 hours (as determined by the Service Provider).
Exclusions: outside operating hours or during force majeure events.
15. GOVERNING LAW & VENUE
This SLA is governed by the laws of the State of Texas. Venue for any dispute lies exclusively in Travis County, Texas.
16. SURVIVAL & DATA RETENTION
Sections on Confidentiality, Intellectual Property, Limitation of Liability, and Governing Law survive termination. The Service Provider may retain project data for up to ninety (90) days post-termination for recordkeeping or transition, after which data may be deleted. Upon written request and payment of all balances, the Service Provider will provide a final data handoff within that period.
17. MISCELLANEOUS
This SLA forms part of the Agreement. Amendments must be in writing and signed by both parties. Headings are for reference only. This SLA may be executed electronically and in counterparts.
By engaging Day by Day Digital, Inc., submitting a Proposal, or accessing any client portal or related services, you acknowledge and agree that all work is governed by the applicable Proposal, the Master Services Agreement, and the Service Level Agreement (SLA) in effect at the time of engagement. These documents collectively define the full scope of services, payment terms, ownership rights, confidentiality obligations, and limitations of liability. The SLA is incorporated by reference into all agreements and continues to apply unless expressly replaced in writing. All agreements are governed by the laws of the State of Texas, and venue for any dispute lies exclusively in Travis County, Texas.