Master Service Terms and Conditions 

de Coster Marketing LLC
1601-1 N Main St #3159, SMB #70920, Jacksonville, FL 32206, USA

These Master Service Terms and Conditions ("Agreement") establish the general terms under which de Coster Marketing LLC ("Provider") delivers marketing, branding, consulting, creative design, digital media, web, and social media services ("Services") to its clients ("Client"). By accepting or approving any proposal, quotation, or invoice issued by the Provider, the Client agrees that all engagements shall be governed exclusively by this Agreement. No additional or separate service contract is required unless expressly executed in writing by both parties. 

A binding engagement between the Client and de Coster Marketing LLC (“Provider”) is formed when the Client accepts a written proposal, estimate, or quotation issued by the Provider, whether through electronic or physical signature, or when the Client provides written or electronic authorization for the Provider to commence work. Unless otherwise specified, all proposals remain valid for thirty (30) days from the date of issue. Any descriptions, pricing information, or marketing content published by the Provider, whether on its website or in other promotional materials, shall be deemed an invitation to negotiate and shall not constitute a binding offer.

Unless otherwise specified in writing, all recurring services, such as social media management, campaign administration, or ongoing consulting shall have an initial term of twelve (12) months commencing on the effective start date indicated in the approved proposal. Upon expiration of the initial term, such services shall automatically renew for successive twelve-month periods under the same terms and conditions, unless either party provides written notice of termination at least thirty (30) days prior to the renewal date.

Project-based engagements, including but not limited to branding, logo design, web development, or similar creative deliverables, shall commence upon the Client’s acceptance of the proposal and conclude upon the Provider’s delivery and the Client’s written or implied acceptance of the final work product.

All Services provided by de Coster Marketing LLC (“Provider”) are subject to the fees outlined in the corresponding proposal or quotation. Unless otherwise agreed in writing, all payments are due in advance of service delivery. For project-based engagements, the Provider requires a fifty percent (50%) deposit prior to commencement of work, with the remaining balance due upon completion and prior to the release of final deliverables.

For recurring or subscription-based services, billing occurs on the first (1st) day of each month for that month’s service period. Any additional work or out-of-scope activities performed during the month will be invoiced in arrears on the next billing cycle.

Invoices are payable within ten (10) calendar days of the issue date unless otherwise stated. Overdue balances may accrue interest at a rate of five percent (5%) per annum or the maximum rate permitted under the laws of the State of Florida, whichever is lower. The Provider reserves the right to suspend work or withhold access to materials in the event of delayed or incomplete payment.

All fees are stated in United States Dollars (USD) and are exclusive of applicable taxes, duties, or international transaction fees. The Client is solely responsible for all taxes or charges imposed by local authorities outside of the United States.

All concepts, designs, strategies, creative materials, source files, campaign assets, websites, and any other deliverables produced by de Coster Marketing LLC (“Provider”) in connection with the Services shall remain the exclusive property of the Provider until full payment of all amounts due under the applicable proposal or invoice has been received.

Upon receipt of full payment, the Provider grants the Client a non-exclusive, perpetual, and royalty-free license to use the final deliverables for the Client’s internal business and marketing purposes. This license does not extend to any proprietary tools, frameworks, methods, or templates developed or utilized by the Provider in the course of performing the Services. Such underlying materials remain the Provider’s intellectual property.

The Client shall not modify, sublicense, reproduce, or distribute any deliverable in a manner inconsistent with the rights granted under this Agreement without prior written consent from the Provider.

The Provider reserves the right to showcase completed work, including visual materials, branding, or web projects, in its professional portfolio or marketing channels as examples of its creative output, unless the Client expressly objects in writing prior to publication.

Both parties agree to maintain the confidentiality of all non-public, proprietary, or sensitive information disclosed during the course of their business relationship (“Confidential Information”). Such information includes, but is not limited to, business strategies, client lists, creative concepts, pricing, and technical or operational data.

Each party shall use the other’s Confidential Information solely for the purpose of fulfilling its obligations under this Agreement and shall take all commercially reasonable measures to prevent unauthorized use or disclosure. Confidential Information shall not include information that is publicly available, independently developed without reference to the other party’s data, or lawfully obtained from a third party without restriction.

de Coster Marketing LLC (“Provider”) shall handle all Client data and materials with due care and in accordance with applicable U.S. privacy and data protection laws, including the Florida Information Protection Act (FIPA). The Client is responsible for ensuring that all content, data, images, and materials provided to the Provider are lawfully owned or properly licensed for use in marketing and creative activities.

Both parties acknowledge that unauthorized disclosure or misuse of Confidential Information may cause irreparable harm. In such cases, the affected party shall be entitled to seek injunctive relief in addition to any other remedies available under applicable law.

The Client agrees to cooperate fully with de Coster Marketing LLC (“Provider”) and to provide all necessary information, materials, and timely feedback required for the successful execution of the Services. This includes access to brand assets, content, credentials, and other resources reasonably requested by the Provider.

The Client shall review and approve deliverables in a timely manner and ensure that any internal decision-making processes do not cause undue delay to project schedules. Delays resulting from the Client’s failure to provide required input or approvals may extend delivery timelines and may incur additional fees at the Provider’s standard rates.

The Client warrants that all materials, data, trademarks, images, and other content supplied to the Provider are either owned by the Client or lawfully licensed for the intended use. The Client shall indemnify and hold the Provider harmless from any claims, damages, or expenses arising from third-party allegations of infringement or unlawful use of such materials.

The Client further agrees to comply with all applicable advertising, data privacy, and communications regulations in all jurisdictions in which its marketing campaigns are deployed. The Provider shall not be held responsible for non-compliance resulting from the Client’s instructions, data, or content.

Either party may terminate this Agreement or any ongoing engagement under it by providing thirty (30) days’ written notice to the other party. Such termination shall not relieve the Client of its obligation to pay for Services already rendered or for any fees due through the effective termination date.

Either party may terminate this Agreement immediately for cause if the other party commits a material breach of its obligations and fails to remedy such breach within ten (10) days of receiving written notice specifying the nature of the breach.

In the event of termination, de Coster Marketing LLC (“Provider”) shall deliver to the Client any completed and fully paid-for work products as of the termination date. All unpaid deliverables, drafts, or materials shall remain the exclusive property of the Provider until full settlement of outstanding balances.

The Provider reserves the right to suspend or terminate Services without prior notice if the Client fails to make timely payment, engages in conduct that materially interferes with the Provider’s ability to perform its obligations, or provides materials that violate applicable law or third-party rights.

Upon termination, all licenses granted under this Agreement shall immediately cease unless otherwise agreed in writing. The obligations of confidentiality, payment, intellectual property ownership, and limitation of liability shall survive the termination or expiration of this Agreement.

de Coster Marketing LLC (“Provider”) warrants that all Services shall be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Except as expressly stated in this Agreement, no other warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement, are provided.

The Client acknowledges that marketing, advertising, and digital performance depend on numerous external factors beyond the Provider’s control, including market conditions, platform algorithms, audience behavior, and competition. Accordingly, the Provider makes no guarantee of specific outcomes or measurable results such as lead volume, engagement rates, sales increases, or search engine rankings.

To the fullest extent permitted by applicable law, the Provider’s total aggregate liability for any claim arising under or in connection with this Agreement shall not exceed the total amount of fees actually paid by the Client to the Provider for the specific engagement giving rise to such claim within the twelve (12) months preceding the event in question.

In no event shall the Provider be liable for indirect, incidental, special, consequential, or punitive damages, including without limitation loss of profits, revenue, data, goodwill, or business opportunities, even if advised of the possibility of such damages.

The limitations of liability set forth in this Section shall apply regardless of the form of action, whether in contract, tort, negligence, strict liability, or otherwise, and shall survive the termination or expiration of this Agreement.

Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay results from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, fires, floods, epidemics, strikes, labor disputes, power or internet outages, governmental actions, civil unrest, acts of terrorism, or other events of a similar nature (“Force Majeure Event”).

The party affected by a Force Majeure Event shall promptly notify the other party in writing, specifying the nature and expected duration of the event and the steps being taken to mitigate its impact. The obligations of the affected party shall be suspended for the duration of the Force Majeure Event, provided that reasonable efforts are made to resume performance as soon as practicable.

If a Force Majeure Event continues for more than sixty (60) consecutive days and substantially prevents the performance of essential obligations, either party may terminate the affected engagement upon written notice without liability, except for payments due for Services already rendered.

Nothing in this Section shall relieve the Client of its payment obligations for Services delivered prior to the occurrence of the Force Majeure Event.

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of law principles. To the extent applicable, U.S. federal law shall also apply.

Any dispute, controversy, or claim arising out of or relating to this Agreement, including its interpretation, performance, or termination, shall be brought exclusively before the state or federal courts located in Duval County, Florida. Each party irrevocably submits to the personal and subject matter jurisdiction of such courts and waives any objection based on venue or forum non conveniens.

Both parties knowingly and voluntarily waive their right to a trial by jury in any legal proceeding arising from or related to this Agreement.

Judgments rendered by the courts of the State of Florida may be enforced in any jurisdiction in which either party or its assets are located, consistent with applicable international enforcement conventions.

During the pendency of any dispute, both parties shall continue to perform their respective obligations under this Agreement to the extent reasonably possible.

This Agreement, together with any approved proposals or quotations referencing it, constitutes the entire understanding between de Coster Marketing LLC (“Provider”) and the Client regarding the subject matter herein and supersedes all prior discussions, negotiations, or agreements, whether written or oral. 

No amendment, modification, or waiver of any provision of this Agreement shall be valid unless made in writing and executed by duly authorized representatives of both parties. Email exchanges alone shall not constitute a valid amendment unless expressly confirmed and accepted by both parties. 

The relationship between the Provider and the Client is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship, nor shall either party have the authority to bind the other in any manner without prior written consent. 

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect. 

Failure or delay by either party in exercising any right, power, or privilege under this Agreement shall not operate as a waiver thereof, nor shall any single or partial exercise of any right preclude the further exercise of such right or any other right. 

This Agreement may be executed and accepted electronically, and digital approvals or signatures—whether through email confirmation, DocuSign, or similar platforms—shall be deemed valid and binding under the Florida Uniform Electronic Transactions Act (Fla. Stat.  668.50). 

The rights and obligations relating to confidentiality, payment, intellectual property ownership, indemnification, and limitation of liability shall survive the termination or expiration of this Agreement. 

Effective Date: October 2025 / Version 1.2 Governing Law: State of Florida, USA