Terms of Service

These Terms of Service ("Terms") govern the services and website provided by Ad Shepherd LLC ("Ad Shepherd," "we," "us" or "our"), a digital marketing and technology agency based in New Jersey, USA. By entering into a service agreement with us, accepting an invoice, or using adshepherd.com, you ("Client," "you") agree to these Terms. Your individual service agreement sets your scope and pricing; where it and these Terms differ, the agreement controls.

1. Services and scope

Ad Shepherd helps local businesses establish, manage and grow their online presence. Depending on your agreement, we provide some or all of: social media management and organic content creation; customer engagement (replies to customer reviews and social media comments); website development and maintenance; search engine optimization (SEO); Google Business Profile management; and paid advertising management for Google Ads and Meta Ads.

The specific services, monthly allowances (for example the number of posts or replies per month), deliverables and fees for your account are set out in your written service agreement or package selection. Package descriptions on our website are summaries. "Up to" allowances are maximums, not per-item credits, and unused allowances do not carry over. Work outside your agreed scope — including complex website development, professional photography, video production and third-party costs — is quoted separately and requires your written approval before we begin.

2. Services and billing

Ad Shepherd LLC provides digital marketing, website, and related services under the scope and pricing agreed with each client. Prices are in U.S. dollars.

We invoice for services after they are performed. Monthly services are invoiced in the following month, with the service period and charges identified on the invoice. We do not require project deposits or advance payment of our service fees.

Monthly package prices apply to the agreed scope; they are not automatically per-post or hourly rates. We do not bill undelivered agreed work as completed. Any reduced or incomplete scope is reconciled against the services actually performed and the client's agreement.

Invoices are issued through Mercury. Where credit-card payment is offered, Stripe processes the card transaction. Clients make each payment manually using an available invoice payment method. Ad Shepherd does not automatically charge cards or withdraw payments from client bank accounts. Payment is due on the date stated in the agreed billing terms and invoice.

3. Advertising management and media spend

Advertising management is charged at 15% of actual advertising spend for campaigns we manage, unless a different written agreement applies. This management fee is separate from any monthly digital-management package and is invoiced after the relevant service period.

Advertising spend is the amount charged by advertising platforms to run your campaigns. It is separate from our service fees and is payable as incurred under the agreed campaign billing arrangement. Campaign budgets require your authorization. Any arrangement for Ad Shepherd to pay media costs on your behalf must be agreed in advance.

When an advertising platform bills your payment method directly, its billing schedule and payment terms apply. This is separate from your manually paid Ad Shepherd invoices. On cancellation, authorized media costs already incurred remain payable; no new campaign spend will be authorized by us beyond the agreed stop date.

4. Cancellation

You may cancel ongoing monthly services by emailing alexander@adshepherd.com. To prevent service charges for the next calendar month, we must receive your cancellation before that month begins, using Eastern Time.

Cancellation normally takes effect at the end of the current service month unless you request an earlier stop date. It is effective based on receipt of your notice, not on when we acknowledge it. There is no seven-day notice requirement or additional-month cancellation penalty.

Cancellation does not erase payment obligations for services already performed or authorized costs already incurred. Because we invoice after services are performed, you may receive a final invoice after cancellation. That invoice is for previous work, not a renewal or a charge for a new service month.

For example, cancellation received on October 29 stops ongoing monthly services from November 1. October services are still invoiced in November, but no November service package is charged. If you request an immediate stop, the final bill reflects the agreed work actually performed and authorized costs incurred through the stop date, rather than automatically charging for unperformed work.

5. Invoice questions and refunds

Our invoices are based on agreed services performed and authorized costs incurred. We maintain supporting records, such as published content, website changes, approvals, and advertising-platform records, and can explain the basis for a charge.

To question an invoice, email alexander@adshepherd.com with the invoice number and the charge you believe is incorrect. We will review the relevant work and billing records with you. Incorrect charges or charges for agreed work that was not delivered will be corrected before payment or refunded if already paid. You do not need to remain a client or receive another invoice to obtain an appropriate correction or refund.

Properly performed, authorized services are not refundable solely because marketing results differ from expectations; rankings, sales, and advertising returns are not guaranteed. This does not excuse failure to perform the agreed services.

Refunds are returned through the original payment method where available and required. Any associated card surcharge is refunded as required by applicable rules. This policy does not limit rights available under applicable law or your payment provider's dispute process.

6. Website code, assets, and ongoing services

You receive the source files for the website delivered to you, including your content and the static assets included in that delivery. Reusable Ad Shepherd templates or components may remain our intellectual property, but you may continue using and modifying the components embedded in your delivered website. That permission does not end when our services end. Third-party materials remain subject to their own licenses.

Ongoing agency-operated services are separate from those website files. Our hosted automations, scheduled imports, circular-processing tools, API services, and agency-managed infrastructure do not continue after the agreed service end date unless separately arranged.

For example, you can keep your website and an export of its existing circular content, but our service that reads new circulars and automatically generates product cards will stop. Future updates require your own process or replacement service. Dated offers must still expire; ending automation does not make old sale prices current.

We will identify material dependencies and provide the existing client content needed for the agreed handover. Continuing operation requires suitable hosting and any necessary third-party accounts or licenses. Website handover does not include indefinite free hosting, ongoing support, agency credentials, or our separate automation backend.

7. General terms

Your responsibilities

• Provide timely access, approvals, content, brand assets and account access we reasonably need to perform the services.
• Ensure that content, offers, pricing and claims you give us to publish are accurate, lawful and yours to use.
• Keep your own advertising accounts, domain registrations and platform accounts in good standing, and authorize campaign budgets before spend begins.

No guarantee of results

Marketing outcomes depend on many factors outside our control, including platform algorithms, competition, your pricing and operations, and market conditions. We will perform the agreed services with professional skill and care, but we do not guarantee specific results such as rankings, traffic, leads, sales or return on ad spend.

Third-party platforms

Reporting we provide draws on records from third-party platforms such as Google and Meta. That data may be delayed, estimated or revised by those platforms. We are not responsible for platform outages, policy changes, account suspensions or algorithm changes that affect your results or our ability to perform the services.

Confidentiality

Each party will keep the other's non-public business information confidential and use it only to perform or receive the services, except as required by law.

Limitation of liability

To the fullest extent permitted by law, Ad Shepherd's total liability arising out of or relating to the services in any 12-month period will not exceed the service fees you paid us during that period. We are not liable for indirect, incidental, consequential or punitive damages, lost profits, or losses caused by third-party platforms, hosting providers or content you supplied. Nothing in these Terms limits rights you have under applicable law.

Governing law

These Terms are governed by the laws of the State of New Jersey, USA, without regard to conflict-of-law rules. Before bringing any claim, the parties agree to try in good faith to resolve the dispute by contacting each other at the addresses below.

Changes to these Terms

We may update these Terms from time to time. We will post the new version here with a new effective date and notify active clients by email of material changes. Changes do not retroactively alter an existing client agreement.

Contact

Ad Shepherd LLC · New Jersey, USA · alexander@adshepherd.com