These Terms of Business (“Terms”) govern the engagement between Shergroup Global
Consulting LLC d/b/a “Shergroup Digital” (“we”, “us”, or “our”) and any client (“you” or “Client”)
who purchases digital marketing services from us. These Terms apply to all service
engagements including the Forever Traffic™ programme, the Genie Solution, and any individual
or bundled service we provide. They apply in addition to the Terms of Use governing the
shergroupdigital.com website and the Privacy Policy governing how we handle personal
information.
By signing a proposal, issuing a purchase order, paying an invoice, or otherwise accepting
services from us, you agree to be bound by these Terms. If you do not agree, please do not
engage our services.
1.1 These Terms are entered into between Shergroup Global Consulting LLC, a Florida limited
liability company operating as “Shergroup Digital”, with its principal place of business at Suite
200, 1420 Celebration Boulevard, Celebration, FL 34747, USA (“Shergroup Digital”) and the
Client identified in the applicable proposal or order form.
1.2 Shergroup Digital provides digital marketing services including website design and hosting,
search engine optimisation, paid search and social advertising, content production, social media
management, email marketing, customer relationship management configuration, analytics, and
related consultancy (collectively, the “Services”). The specific Services to be delivered to you
are described in the proposal, order form, or statement of work issued to you (“Service Order”),
which is incorporated into these Terms.
1.3 Where there is a conflict between a signed Service Order and these Terms, the Service
Order will prevail only in respect of the specific clause in conflict.
2.1 These Terms commence on the Effective Date stated in the Service Order or, if no date is
stated, on the date you first pay an invoice or otherwise authorise commencement of the
Services.
2.2 The Forever Traffic™ programme, the Genie Solution, and any other ongoing managed
service carry a minimum engagement term of twelve (12) months from the Effective Date (the
“Minimum Term”). The Minimum Term reflects the period required for digital marketing systems
to build authority, index correctly, generate measurable results, and return value to the Client.
2.3 One-time projects, including brand transformation and product launch engagements, are
delivered to a project scope rather than a Minimum Term and conclude on completion of the
stated deliverables.
2.4 On expiry of the Minimum Term, managed service engagements will continue on a month-to-month basis unless either party gives written notice of non-renewal in accordance with
section 9.
3.1 Fees are set out in the Service Order. The standard published fees for the Forever Traffic™
programme and the Genie Solution are $1,299 per month (United States) or £999 per month
(United Kingdom), exclusive of applicable sales tax, use tax or VAT.
3.2 Fees are payable monthly in advance unless otherwise stated in the Service Order.
Invoices are issued at the start of each service month and are due on receipt.
3.3 Paid advertising spend (including Google Ads, Meta Ads, LinkedIn Ads and other paid
media) is separate from management fees and is billed to the Client directly by the relevant
platform, or is quoted separately and passed through at cost with no mark-up unless otherwise
agreed in writing.
3.4 Third-party software and platform costs (including but not limited to hosting, customer
relationship management software, email delivery, and data or contact list licensing) are
included in the fee where expressly stated in the Service Order. Where not expressly included,
they are billed at cost or quoted separately.
3.5 All fees are exclusive of sales tax, use tax, VAT, and any other applicable tax or duty, which
will be added to invoices where required by law.
3.6 Invoices unpaid for more than fifteen (15) days after the due date may incur a late payment
charge of one and a half percent (1.5%) per month, or the maximum rate permitted by Florida
law, whichever is lower. Shergroup Digital reserves the right to suspend Services where any
invoice remains unpaid for more than thirty (30) days, without liability for any resulting
interruption to Client activity.
4.1 The Services are delivered to the scope described in the Service Order. Any material
change to scope will be documented in a change order signed by both parties before the
change takes effect.
4.2 The Client agrees to provide, in a timely manner, all information, content, approvals, access
credentials and cooperation reasonably required for Shergroup Digital to deliver the Services.
This includes website administrator access, domain and hosting access, advertising platform
access, brand assets, approved copy, testimonials, and any regulated claims documentation.
4.3 The Client is responsible for the accuracy, legality and regulatory compliance of any
content, product claim, testimonial, endorsement or business representation supplied to
Shergroup Digital for use in Services. Shergroup Digital relies on the Client’s confirmations of
accuracy and is not liable for Client-supplied content.
4.4 Where Client delays prevent delivery of Services for a sustained period, fees remain
payable and Shergroup Digital is not required to extend the Minimum Term or carry deliverables
forward.
5.1 Shergroup Digital retains all right, title and interest in and to its proprietary methodologies,
systems, frameworks, tools, software, internal templates, and know-how used to deliver the
Services, including without limitation the Forever Traffic™ system, the Genie Solution
framework, the Answer the Public (ATP) Filter, and the Content Production Line process.
5.2 On full payment of fees attributable to a deliverable, the Client is granted ownership of final
website copy, blog posts, case studies, social media posts, images, and other Client-specific
deliverables created by Shergroup Digital for the Client’s use, together with all associated rights
reasonably required for the Client to use those deliverables in its business. This does not
transfer ownership of underlying templates, methodologies or proprietary tools.
5.3 The Client grants Shergroup Digital a non-exclusive, royalty-free licence to use the Client’s
name, logo, and an accurate description of the engagement in Shergroup Digital’s own
marketing, including on the shergroupdigital.com website, in portfolio materials, and in pitch
documents. The Client may withdraw this licence at any time by written notice, which will take
effect prospectively.
5.4 Forever Traffic™ is a trademark of Shergroup Global Consulting LLC. Unauthorised use of
this name, or of any other Shergroup Digital brand assets, is prohibited.
6.1 Each party may receive confidential information from the other in the course of the
engagement. Confidential information includes, but is not limited to, business plans, financial
information, client lists, pricing structures, strategy documents, access credentials, and any
information marked confidential or that a reasonable person would understand to be
confidential.
6.2 Each party agrees to hold the other’s confidential information in strict confidence, to use it
only for the purposes of the engagement, and not to disclose it to any third party except to
employees, agents or sub-processors who need to know it for the engagement and who are
bound by obligations of confidentiality at least as strict as those in these Terms.
6.3 The obligations in this section continue for three (3) years after the end of the engagement,
except that information constituting a trade secret under Florida law remains protected for as
long as it qualifies as a trade secret.
7.1 In the course of providing Services, Shergroup Digital may process personal information on
behalf of the Client, including customer contact lists, email subscriber data, and enquiry data
collected through Client websites. Where Shergroup Digital processes personal information on
behalf of the Client, Shergroup Digital acts as a processor (or service provider) and the Client is
the controller (or business).
7.2 Shergroup Digital will process personal information only on documented instructions from
the Client, will implement reasonable technical and organisational measures to protect personal
information, will notify the Client without undue delay on becoming aware of a security incident
involving the Client’s data, and will assist the Client in responding to data subject rights
requests.
7.3 For Clients subject to the Florida Digital Bill of Rights, the UK General Data Protection
Regulation, the EU General Data Protection Regulation, the California Consumer Privacy Act, or
any other applicable data protection law, the parties will, where legally required, enter into a
separate Data Processing Addendum incorporating the relevant standard contractual terms.
7.4 Shergroup Digital’s handling of personal information we collect in our own right — including
from Client representatives, website visitors, and enquirers — is governed by our Privacy Policy
at shergroupdigital.com/privacy/.
8.1 Shergroup Digital warrants that the Services will be performed in a professional and
workmanlike manner, consistent with industry standards for digital marketing agencies.
8.2 Digital marketing results depend on many factors outside Shergroup Digital’s control,
including search engine algorithms, paid advertising platform policies, market conditions, Client
product-market fit, and Client execution on sales and fulfilment. Accordingly, Shergroup Digital
does not warrant any specific result, ranking, volume of leads, conversion rate, return on
investment, or level of revenue.
8.3 Except for the express warranty in section 8.1, the Services are provided on an “as is” and
“as available” basis. To the fullest extent permitted by law, Shergroup Digital disclaims all other
warranties, whether express, implied, statutory or otherwise, including any warranty of
merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from
course of dealing or usage of trade.
9.1 Either party may terminate an engagement for material breach of these Terms by the other
party that is not cured within thirty (30) days of written notice describing the breach.
9.2 The Client may terminate a managed service engagement for convenience at any time after
the end of the Minimum Term by giving at least thirty (30) days’ written notice. The Client
remains liable for all fees accrued up to and including the effective date of termination.
9.3 Termination before the end of the Minimum Term, other than for material breach by
Shergroup Digital, does not relieve the Client of the obligation to pay the remaining monthly fees
for the Minimum Term, which become immediately due and payable on termination. The Client
acknowledges that this reflects the front-loaded investment Shergroup Digital makes in system
build, content production, and contact seeding at the start of an engagement, and is a
reasonable pre-estimate of loss.
9.4 On termination, each party will return or destroy the other party’s confidential information,
Shergroup Digital will deliver to the Client the Client-specific deliverables for which fees have
been paid, and each party’s accrued rights and obligations to the date of termination survive.
10.1 To the fullest extent permitted by applicable law, the total aggregate liability of Shergroup
Digital arising out of or in connection with an engagement, whether in contract, tort (including
negligence), under statute or otherwise, is limited to the fees paid by the Client to Shergroup
Digital in the six (6) months immediately preceding the event giving rise to the claim.
10.2 In no event will Shergroup Digital be liable for any indirect, incidental, special,
consequential, exemplary or punitive damages, or for loss of profits, loss of revenue, loss of
business, loss of goodwill, loss of data or loss of opportunity, even if advised of the possibility of
such damages.
10.3 Nothing in these Terms excludes or limits liability for death or personal injury caused by
negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot be excluded
or limited under Florida law or other applicable law.
11.1 The Client will indemnify and hold harmless Shergroup Digital from and against any thirdparty claim arising out of or relating to (a) any content, product, service, claim, testimonial or endorsement supplied by the Client for use in the Services, (b) the Client’s use of the deliverables in a manner not authorised by these Terms or the Service Order, or (c) the Client’s breach of any law in connection with the engagement.
11.2 Shergroup Digital will indemnify and hold harmless the Client from and against any thirdparty claim that Shergroup Digital’s original creative deliverables, as delivered and before any
Client modification, infringe the copyright or trademark rights of that third party. This does not
apply to Client-supplied materials or to third-party stock assets licensed by Shergroup Digital on
the Client’s behalf.
12.1 Shergroup Digital uses third-party platforms to deliver the Services, including (without
limitation) WP Engine for website hosting, ActiveDemand for customer relationship
management and email marketing, RampedUp for contact list seeding, Google for analytics and
advertising, and Meta for advertising. By engaging Shergroup Digital, the Client consents to the
use of such sub-processors in the performance of the Services.
12.2 The Client’s use of third-party platforms, whether licensed through Shergroup Digital or
directly, is subject to the terms and privacy policies of those platforms.
13.1 Neither party is liable for any delay or failure in performance caused by an event beyond
its reasonable control, including act of God, hurricane or other severe weather, flood, fire,
earthquake, pandemic, war, civil disturbance, terrorism, governmental action, utility or internet
service outage, or failure of a third-party platform (“Force Majeure Event”). The affected party
will notify the other promptly and use reasonable efforts to mitigate the effect.
14.1 These Terms are governed by and construed in accordance with the laws of the State of
Florida, USA, without regard to its conflict of laws principles. The United Nations Convention on
Contracts for the International Sale of Goods does not apply.
14.2 Subject to section 14.3, the parties submit to the exclusive jurisdiction of the state and
federal courts located in Orange County, Florida, for the resolution of any dispute arising out of
or relating to these Terms.
14.3 Before filing any legal action, the parties will first attempt in good faith to resolve any
dispute through direct negotiation between senior representatives, and failing that, through
mediation conducted in Orange County, Florida, under the mediation rules of the American
Arbitration Association.
14.4 For Clients based in the United Kingdom, applicable UK consumer protection and digital
services legislation continues to apply to the extent required by law.
15.1 These Terms, together with the applicable Service Order and any Data Processing
Addendum, constitute the entire agreement between the parties on the subject matter and
supersede all prior negotiations, representations and agreements.
15.2 No variation of these Terms is effective unless in writing and signed by an authorised
representative of each party.
15.3 No waiver of any right under these Terms is effective unless in writing, and no waiver in
respect of one event operates as a waiver in respect of any other event.
15.4 If any provision of these Terms is held to be invalid or unenforceable, the remaining
provisions will continue in full force and effect, and the invalid provision will be modified to the
minimum extent necessary to make it valid and enforceable.
15.5 These Terms do not create any partnership, joint venture, agency, franchise or
employment relationship between the parties. Neither party has authority to bind the other.
15.6 The Client may not assign or transfer these Terms or any rights under them without the
prior written consent of Shergroup Digital. Shergroup Digital may assign these Terms to an
affiliate or to a successor in connection with a merger, acquisition or sale of substantially all its
assets.
15.7 Notices under these Terms must be in writing and sent by email to hub@shergroup.com
(for Shergroup Digital) or to the email address of the Client’s primary contact (for the Client),
with a copy in the case of formal legal notices to the physical address of the recipient on file.
For questions about these Terms of Business, please contact us:
Shergroup Global Consulting LLC d/b/a “Shergroup Digital”
Suite 200, 1420 Celebration Boulevard, Celebration, FL 34747, USA
Phone: +1 407 545 7337
Email: hub@shergroup.com
Web: https://shergroupdigital.com